株探米国株
英語
エドガーで原本を確認する
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————————
FORM 10-Q
☒
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025 
or
☐
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to
Commission File No. 001-38469
————————————————
equitablelogoholdings02.jpg
Equitable Holdings, Inc.
(Exact name of registrant as specified in its charter) 
Delaware   90-0226248
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

1345 Avenue of the Americas, New York, New York                 10105
(Address of principal executive offices) (Zip Code)

(212) 554-1234
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock EQH New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A EQH PR A New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C EQH PR C New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
 Accelerated filer
☐
 Non-accelerated filer
☐
 Smaller reporting company
☐
 Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 5, 2025, 286,532,039 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

Table of Contents
TABLE OF CONTENTS
  Page
Note 17 - Business Segment Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


Table of Contents
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. (“Holdings”) and its consolidated subsidiaries. These forward-looking statements include, but are not limited to, statements regarding projections, estimates, forecasts and other financial and performance metrics and projections of market expectations. “We,” “us” and “our” refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.
These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of geopolitical conflicts, changes in tariffs and trade barriers, the impact on the Company of a continued shutdown of the U.S. government, and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, protection of confidential customer information or proprietary business information, operational failures by us or our service providers, potential strategic transactions, changes in accounting standards, and catastrophic events, such as the outbreak of pandemic diseases; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults by third parties and affiliates and economic downturns, defaults and other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves and experience differing from pricing expectations, amortization of deferred acquisition costs and financial models; (vii) our Asset Management segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (viii) recruitment and retention of key employees and experienced and productive financial professionals; (ix) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (x) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xi) risks related to our common stock and (xii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.
Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings’ Annual Report on Form 10-K for the year ended December 31, 2024, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q, including in the section entitled “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. You should read this Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
Other risks, uncertainties and factors, including those discussed under “Risk Factors,” in our Annual Report on Form 10-K could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in “Risk Factors” in our Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.
Throughout this Quarterly Report on Form 10-Q we use certain defined terms and abbreviations, which are summarized in the “Glossary” and “Acronyms” sections.
2
Table of Contents
Part I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Table of Contents
EQUITABLE HOLDINGS, INC.
Consolidated Balance Sheets
September 30, 2025 (Unaudited) and December 31, 2024
September 30, 2025 December 31, 2024
(in millions, except share data)
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $80,753 and $84,717) (allowance for credit losses of $0 and $2)
 $ 75,851  $ 76,641 
Fixed maturities, at fair value using the fair value option (1)
 2,416  2,053 
Mortgage loans on real estate (net of allowance for credit losses of $287 and $278) (1)
 22,150  20,072 
Policy loans
 1,855  4,330 
Other equity investments (1) 3,786  3,719 
Trading securities, at fair value 1,595  1,089 
Other invested assets (1) 8,852  8,537 
Total investments 116,505  116,441 
Cash and cash equivalents (1) 13,604  6,964 
Cash and securities segregated, at fair value 425  500 
Broker-dealer related receivables 1,996  1,961 
Deferred policy acquisition costs 7,430  7,170 
Goodwill and other intangible assets, net 5,327  5,371 
Amounts due from reinsurers (allowance for credit losses of $7 and $8)
 20,025  7,899 
Current and deferred income taxes 2,337  2,003 
Purchased market risk benefits 5,415  7,376 
Other assets (1) 3,678  4,462 
Assets for market risk benefits 762  863 
Separate Accounts assets 136,905  134,717 
Total Assets $ 314,409  $ 295,727 
LIABILITIES
Policyholders’ account balances
 $ 129,561  $ 110,929 
Liability for market risk benefits 10,301  11,810 
Future policy benefits and other policyholders’ liabilities
 17,611  17,613 
Broker-dealer related payables 1,367  775 
Customer related payables 1,740  1,933 
Amounts due to reinsurers 1,451  1,421 
Long-term debt 3,833  3,833 
Notes issued by consolidated variable interest entities, at fair value using the fair value option (1) 2,530  2,116 
Other liabilities (1) 7,162  7,032 
Separate Accounts liabilities 136,905  134,717 
Total Liabilities $ 312,461  $ 292,179 
Redeemable noncontrolling interest (1) (2) $ 344  $ 125 
Commitments and contingent liabilities (3)
EQUITY
Equity attributable to Holdings:
Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference
 $ 1,068  $ 1,507 
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 470,891,296 and 477,801,636 shares issued, respectively; 289,208,849 and 309,900,248 shares outstanding, respectively
 5  5 
Additional paid-in capital 1,917  2,336 
Treasury stock, at cost, 181,682,447 and 167,901,388 shares, respectively
 (5,011) (4,198)
Retained earnings 8,360  10,627 
Accumulated other comprehensive income (loss) (6,191) (8,712)
Total equity attributable to Holdings 148  1,565 
Noncontrolling interest 1,456  1,858 
Total Equity 1,604  3,423 
Total Liabilities, Redeemable Noncontrolling Interest and Equity $ 314,409  $ 295,727 
______________
(1)    See Note 2 of the Notes to these Consolidated Financial Statements for details of balances with VIEs.
(2)    See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.
(3)    See Note 16 of the Notes to these Consolidated Financial Statements for details of commitments and contingent liabilities.
See Notes to Consolidated Financial Statements (Unaudited).
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EQUITABLE HOLDINGS, INC.
Consolidated Statements of Income (Loss)
Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions, except per share data)
REVENUES
Policy charges and fee income $ 471  $ 626  $ 1,733  $ 1,857 
Premiums 258  312  822  879 
Net derivative gains (losses) (1,117) (714) (1,692) (2,298)
Net investment income (loss) 1,343  1,308  3,946  3,685 
Investment gains (losses), net:
Credit and intent to sell losses on available for sale debt securities and loans 11  (28) (43) (63)
Other investment gains (losses), net (1,181) (18) (1,212) (38)
Total investment gains (losses), net (1,170) (46) (1,255) (101)
Investment management and service fees 1,316  1,287  3,873  3,805 
Other income 349  300  961  983 
Total revenues 1,450  3,073  8,388  8,810 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits 452  663  1,998  2,007 
Remeasurement of liability for future policy benefits 59  (1) 44  (3)
Change in market risk benefits and purchased market risk benefits (353) 97  (287) (1,123)
Interest credited to policyholders’ account balances 798  701  2,272  1,879 
Compensation and benefits 601  571  1,794  1,768 
Commissions and distribution-related payments 537  485  1,526  1,385 
Interest expense 61  55  177  174 
Amortization of deferred policy acquisition costs 203  184  584  525 
Other operating costs and expenses 440  329  1,817  1,309 
Total benefits and other deductions 2,798  3,084  9,925  7,921 
Income (loss) from continuing operations, before income taxes (1,348) (11) (1,537) 889 
Income tax (expense) benefit 133  39  189  (101)
Net income (loss) (1,215) 28  (1,348) 788 
Less: Net income (loss) attributable to the noncontrolling interest (1) 94  160  247  400 
Net income (loss) attributable to Holdings (1,309) (132) (1,595) 388 
Less: Preferred stock dividends 16  14  48  54 
Net income (loss) available to Holdings’ common shareholders $ (1,325) $ (146) $ (1,643) $ 334 
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic $ (4.47) $ (0.46) $ (5.43) $ 1.03 
Diluted $ (4.47) $ (0.46) $ (5.43) $ 1.02 
Weighted average common shares outstanding (in millions):
Basic 296.2  318.2  302.4  324.2 
Diluted 296.2  318.2  302.4  327.7 
______________
(1)    Includes redeemable noncontrolling interest. See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.
See Notes to Consolidated Financial Statements (Unaudited).
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EQUITABLE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income (Loss)
Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
COMPREHENSIVE INCOME (LOSS)
Net income (loss) $ (1,215) $ 28  $ (1,348) $ 788 
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment 1,687  2,256  2,605  1,334 
Change in market risk benefits - instrument-specific credit risk (412) 20  2  (119)
Change in liability for future policy benefits - current discount rate (47) (223) (139) (58)
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment 15  10  41  29 
Foreign currency translation adjustment (8) 19  29  17 
Total other comprehensive income (loss), net of income taxes 1,235  2,082  2,538  1,203 
Comprehensive income (loss) 20  2,110  1,190  1,991 
Less: Comprehensive income (loss) attributable to the noncontrolling interest 88  168  264  407 
Comprehensive income (loss) attributable to Holdings $ (68) $ 1,942  $ 926  $ 1,584 

See Notes to Consolidated Financial Statements (Unaudited).
6

EQUITABLE HOLDINGS, INC.
Consolidated Statements of Equity
For the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

Three Months Ended September 30,
Equity Attributable to Holdings
Preferred Stock and Additional Paid-In Capital Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Holdings Equity Non-controlling Interest Total Equity
(in millions)
Balance, beginning of period $ 1,228  $ 5  $ 1,901  $ (4,423) $ 9,870  $ (7,432) $ 1,149  $ 1,456  $ 2,605 
Stock compensation —  —  12  —  —  —  12  4  16 
Purchase of treasury stock —  —  11  (687) —  —  (676) —  (676)
Reissuance of treasury stock —  —  —  —  2  —  2  —  2 
Retirement of common stock —  —  —  99  (99) —  —  —  — 
Purchase of AB Holding units —  —  —  —  —  —  —  (4) (4)
Dividends paid to noncontrolling interest —  —  —  —  —  —  —  (77) (77)
Dividends on common stock (cash dividends declared per common share of $0.27)
 —  —  —  —  (81) —  (81) —  (81)
Redemption of preferred stock
 (160) —  —  —  (14) —  (174) —  (174)
Dividends on preferred stock —  —  —  —  (16) —  (16) —  (16)
Net income (loss) —  —  —  —  (1,309) —  (1,309) 82  (1,227)
Other comprehensive income (loss) —  —  —  —  —  1,241  1,241  (6) 1,235 
Other —  —  (7) —  7  —  —  1  1 
September 30, 2025 $ 1,068  $ 5  $ 1,917  $ (5,011) $ 8,360  $ (6,191) $ 148  $ 1,456  $ 1,604 

Balance, beginning of period $ 1,562  $ 5  $ 2,337  $ (3,932) $ 10,301  $ (8,675) $ 1,598  $ 1,741  $ 3,339 
Stock compensation —  —  18  5  —  —  23  6  29 
Purchase of treasury stock —  —  7  (261) —  —  (254) —  (254)
Reissuance of treasury stock —  —  —  —  2  —  2  —  2 
Retirement of common stock —  —  —  116  (116) —  —  —  — 
Purchase of AB Holding units —  —  (12) —  —  —  (12) (44) (56)
Dividends paid to noncontrolling interest —  —  —  —  —  —  —  (89) (89)
Dividends on common stock (cash dividends declared per common share of $0.24)
 —  —  —  —  (76) —  (76) —  (76)
Dividends on preferred stock —  —  —  —  (14) —  (14) —  (14)
Net income (loss) —  —  —  —  (132) —  (132) 134  2 
Other comprehensive income (loss) —  —  —  —  —  2,074  2,074  8  2,082 
Other —  —  (7) —  (1) —  (8) (1) (9)
September 30, 2024 $ 1,562  $ 5  $ 2,343  $ (4,072) $ 9,964  $ (6,601) $ 3,201  $ 1,755  $ 4,956 

See Notes to Consolidated Financial Statements (Unaudited).
7

EQUITABLE HOLDINGS, INC.
Consolidated Statements of Equity
For the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Nine Months Ended September 30,
Equity Attributable to Holdings
Preferred Stock and Additional Paid-In Capital Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Holdings Equity Non-controlling Interest Total Equity
(in millions)
Balance, beginning of period $ 1,507  $ 5  $ 2,336  $ (4,198) $ 10,627  $ (8,712) $ 1,565  $ 1,858  $ 3,423 
Stock compensation —  —  49  25  —  —  74  15  89 
Purchase of treasury stock —  —  21  (1,194) —  —  (1,173) —  (1,173)
Reissuance of treasury stock —  —  —  —  (17) —  (17) —  (17)
Retirement of common stock —  —  —  356  (356) —  —  —  — 
Purchase of AB Holding units
 —  —  (443) —  —  —  (443) (363) (806)
Dividends paid to noncontrolling interest —  —  —  —  —  —  —  (306) (306)
Dividends on common stock (cash dividends declared per common share of $0.78)
 —  —  —  —  (237) —  (237) —  (237)
Dividends on preferred stock —  —  —  —  (48) —  (48) —  (48)
Redemption of preferred stock
 (439) —  —  —  (14) —  (453) —  (453)
Net income (loss) —  —  —  —  (1,595) —  (1,595) 234  (1,361)
Other comprehensive income (loss) —  —  —  —  —  2,521  2,521  17  2,538 
Other —  —  (46) —  —  —  (46) 1  (45)
September 30, 2025 $ 1,068  $ 5  $ 1,917  $ (5,011) $ 8,360  $ (6,191) $ 148  $ 1,456  $ 1,604 

Balance, beginning of period $ 1,562  $ 5  $ 2,328  $ (3,712) $ 10,250  $ (7,797) $ 2,636  $ 1,739  $ 4,375 
Stock compensation —  —  50  22  —  —  72  27  99 
Purchase of treasury stock —  —  5  (759) —  —  (754) —  (754)
Reissuance of treasury stock —  —  —  —  (15) —  (15) —  (15)
Retirement of common stock —  —  —  377  (377) —  —  —  — 
Purchase of AB Holding units
 —  —  (12) —  —  —  (12) (78) (90)
Dividends paid to noncontrolling interest —  —  —  —  —  —  —  (278) (278)
Dividends on common stock (cash dividends declared per common share of $0.70)
 —  —  —  —  (227) —  (227) (227)
Dividends on preferred stock —  —  —  —  (54) —  (54) —  (54)
Net income (loss) —  —  —  —  388  —  388  340  728 
Other comprehensive income (loss) —  —  —  —  —  1,196  1,196  7  1,203 
Other —  —  (28) —  (1) —  (29) (2) (31)
September 30, 2024 $ 1,562  $ 5  $ 2,343  $ (4,072) $ 9,964  $ (6,601) $ 3,201  $ 1,755  $ 4,956 

See Notes to Consolidated Financial Statements (Unaudited).
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EQUITABLE HOLDINGS, INC.
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2025 and 2024 (Unaudited)

Nine Months Ended September 30,
2025 2024
(in millions)
Cash flows from operating activities:
Net income (loss) $ (1,348) $ 788 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances 2,272  1,879 
Policy charges and fee income (1,733) (1,857)
Net derivative (gains) losses 1,692  2,298 
Credit and intent to sell losses on available for sale debt securities and loans 43  63 
Investment (gains) losses, net 1,212  38 
(Gains) losses on businesses held-for-sale —  (135)
Realized and unrealized (gains) losses on trading securities (89) (114)
Loss on novation
 499  — 
AB Retirement plan losses 18  — 
Non-cash long term incentive compensation expense 64  78 
Amortization and depreciation 652  646 
Remeasurement of liability for future policy benefits 44  (3)
Change in market risk benefits (287) (1,123)
Equity (income) loss from limited partnerships (142) (94)
Changes in:
Net broker-dealer and customer related receivables/payables (204) (505)
Reinsurance recoverable and related balances, net (806) (614)
Segregated cash and securities, net 75  321 
Capitalization of deferred policy acquisition costs (857) (852)
Future policy benefits 4  359 
Current and deferred income taxes (753) 176 
Other, net 512  257 
Net cash provided by (used in) operating activities $ 868  $ 1,606 
Cash flows from investing activities:
Proceeds from the sale/maturity/pre-payment of:
Fixed maturities, available-for-sale $ 14,228  $ 7,668 
Fixed maturities, at fair value using the fair value option 560  630 
Mortgage loans on real estate 1,328  1,010 
Trading account securities 370  998 
Short term investments 137  757 
Other 471  488 
Payment for the purchase/origination of:
Fixed maturities, available-for-sale (20,108) (14,781)
Fixed maturities, at fair value using the fair value option (953) (663)
Mortgage loans on real estate (3,406) (2,124)
Trading account securities (757) (2,074)
Short term investments (106) (389)
Other (331) (66)
Cash settlements related to derivative instruments, net 485  (1,974)
Investment in capitalized software, leasehold improvements and EDP equipment (50) (127)
Other, net (353) 328 
Net cash provided by (used in) investing activities $ (8,485) $ (10,319)



See Notes to Consolidated Financial Statements (Unaudited).
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EQUITABLE HOLDINGS, INC.
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Nine Months Ended September 30,
2025 2024
(in millions)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits $ 20,504  $ 13,856 
Withdrawals (8,179) (7,700)
Transfers (to) from Separate Accounts 1,425  1,280 
Payments of market risk benefits (516) (545)
Repayment of short-term financings —  (254)
Change in collateralized pledged assets 53  (61)
Change in collateralized pledged liabilities 3,482  4,703 
Issuance of long-term debt 495  — 
Repayment of long term debt (500) (565)
Proceeds from collateralized loan obligations 46  — 
Repayment of collateralized loan obligations
 (52)
Proceeds from notes issued by consolidated VIEs 1,260  169 
Repayment of notes issued by consolidated VIEs (842)
Dividends paid on common stock (237) (227)
Dividends paid on preferred stock (48) (54)
Redemption of preferred stock
 (439) — 
Purchase of AllianceBernstein Units (758) (12)
Purchase of AB Holding Units to fund long-term incentive compensation plan awards, net (48) (78)
Purchase of treasury shares (1,173) (754)
Purchases (redemptions) of noncontrolling interests of consolidated
company-sponsored investment funds		 147  399 
Distribution to noncontrolling interest of consolidated subsidiaries (306) (278)
Change in securities lending (60) 11 
Other, net (32) 2 
Net cash provided by (used in) financing activities $ 14,222  $ 9,892 
Effect of exchange rate changes on cash and cash equivalents $ 35  $ 8 
Change in cash and cash equivalents 6,640  1,187 
Cash and cash equivalents, beginning of period 6,964  8,239 
Change in cash of businesses held-for-sale —  153 
Cash and cash equivalents, end of period $ 13,604  $ 9,579 
Non-cash transactions from investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations $ 67  $ 231 
Transfer of securities to reinsurer (1)
 $ (8,777) $ — 
Transfer of policy loans to reinsurer (1)
 $ (2,533) $ — 
______________
(1)See Note 1 of the Notes to these Consolidated Financial Statements for details on the RGA reinsurance transaction.




See Notes to Consolidated Financial Statements (Unaudited).
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited)

1)    ORGANIZATION
Equitable Holdings, Inc. is the holding company for a diversified financial services organization. The Company conducts operations in three segments: Retirement, Asset Management and Wealth Management, and management evaluates the performance of each of these segments independently. Effective April 1, 2024, the Company renamed its Investment Management and Research segment to Asset Management following the close of the previously announced joint venture between AllianceBernstein and Societe Generale. Following the close of the transaction, Bernstein Research Services (“BRS”) business results are no longer consolidated within the financial results for AllianceBernstein and Equitable Holdings, Inc. See Note 17 of the Notes to these Consolidated Financial Statements for further information on the change to the reportable segments, which was made in the third quarter of 2025 and retrospectively applied.
•The Retirement segment is a leading provider of retirement solutions to individual and institutional clients. Our primary offerings include individual and group annuities, retirement savings plans, and institutional savings products, which we distribute through both proprietary and third-party distribution. Results for our spread lending business are also primarily reported within the Retirement segment.
•The Asset Management segment provides diversified investment management and related services globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth. The Asset Management segment reflects the business of AB Holding and ABLP and their subsidiaries (collectively, AB).
•The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.
The Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes closed block of life insurance (the “Closed Block”), results for certain run-off blocks of business, and certain strategic investments and unallocated items, including interest and corporate expenses. In addition, beginning with the third quarter of 2025, results for the Individual Life and Employee Benefits businesses are reported in Corporate and Other. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.
As of September 30, 2025 and December 31, 2024, the Company’s economic interest in AB was approximately 69% and 62%, respectively. The General Partner of AB is a wholly owned subsidiary of the Company. Because the General Partner has the authority to manage and control the business of AB, AB is consolidated in the Company’s financial statements for all periods presented. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer transaction completed on April 3, 2025.
RGA Reinsurance Transaction
On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A (each a “Ceding Company” and, together, the “Ceding Companies”), completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each such Ceding Company, to effect the RGA Reinsurance Transaction.
At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each Ceding Company ceded to RGA a 75% quota share of such Ceding Company’s in-force individual life insurance block and Closed Block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts relating to the applicable reinsured contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The reinsurance agreements also contain additional counterparty risk management and mitigation provisions.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Each ceding company will continue to administer the applicable reinsured contracts.
As part of the transaction, on June 16, 2025, ABLP entered into an investment advisory agreement with RGA, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the reinsurance agreements.
As consideration for the RGA Reinsurance Transaction, the Ceding Companies transferred assets of $11.6 billion, including primarily available-for-sale securities, cash and policy loans as the consideration for the reinsurance transaction. The transfer of assets resulted in a loss of $1.1 billion to the Company, recorded in Investment gains (losses), net. In addition, the Company recorded $12.3 billion of direct insurance liabilities ceded under the reinsurance contract included in amounts due from reinsurers (includes $334 million of ceded reserves related to the non-insulated (“NI”) modco offset by NI modco payable) and $702 million of deferred gain on cost of reinsurance included within other liabilities. We recorded a $154 million a residual liability representing the difference between Closed Block Assets and Liabilities for the amount owed to RGA, Additionally, Equitable Financial and Equitable America ceded a total of $14.1 billion of Separate Account liabilities under the modified coinsurance portion of the respective reinsurance agreements.
Novation
Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.
As a result of the novation of certain Legacy VA policies completed during the first quarter 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the purchased market risk benefits (“MRB”) asset of $2.0 billion and the reduction of Liability for MRBs of $1.6 billion, offset by a decrease in reinsurance deposit liability of $183 million. Purchased MRB asset reduction is larger than the direct MRB liability reduction since the Venerable reinsurance assets sit in a collateralized trust and thus materially reduce the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base contracts and the contracts in payout status is less material, as the increase in policyholders’ account balance of $33 million and decrease in liability for future policyholders’ benefits of $458 million are largely offset by a decrease in Amounts due from reinsurers of $432 million.
AB Tender Offer and Unit Exchange
On February 24, 2025, Holdings commenced a cash tender offer (the “AB Tender Offer”) to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased 19.7 million AB Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represented approximately 17.9% of the outstanding units at the time of purchase. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.
2)     SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The unaudited interim consolidated financial statements (the “consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to the Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).
In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The accompanying unaudited consolidated financial statements present the consolidated results of operations, financial condition, and cash flows of the Company and its subsidiaries and those investment companies, partnerships and joint ventures in which the Company has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.
All significant intercompany transactions and balances have been eliminated in consolidation. The terms “third quarter 2025” and “third quarter 2024” refer to the three months ended September 30, 2025 and 2024, respectively. The terms “first nine months of 2025” and “first nine months of 2024” refer to the nine months ended September 30, 2025 and 2024, respectively.
Future Adoption of New Accounting Pronouncements
Description
Effective Date and Method of Adoption
Effect on the Financial Statement or Other Significant Matters
ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures
The ASU enhanced existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).
The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis.
The adoption of ASU 2023-09 is not expected to materially impact the Company’s financial position, results of operation, or cash flows.
ASU 2024-03: Accounting Standards Update No. 2024-03-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)
This ASU requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities.
The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements.
The ASU will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Entities are required to apply the ASU on a prospective basis.
The Company is currently assessing the impact to the consolidated financial statements of this ASU.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Accounting and Consolidation of VIEs
For all new investment products and entities developed by the Company, the Company first determines whether the entity is a VIE, which involves determining an entity’s variability and variable interests, identifying the holders of the equity investment at risk and assessing the five characteristics of a VIE. Once an entity is determined to be a VIE, the Company then determines whether it is the primary beneficiary of the VIE based on its beneficial interests. If the Company is deemed to be the primary beneficiary of the VIE, the Company consolidates the entity.
Quarterly, management of the Company reviews its investment management agreements and its investments in, and other financial arrangements with, certain entities that hold client AUM to determine the entities the Company is required to consolidate under this guidance. These entities include certain mutual fund products, hedge funds, structured products, group trusts, collective investment trusts, and limited partnerships.
The analysis performed to identify variable interests held, determine whether entities are VIEs or VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the exercise of judgment and is updated on a continuous basis as circumstances change or new entities are developed. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, including consideration of economic interests in the VIE held directly and indirectly through related parties and entities under common control, as well as quantitatively, as appropriate.
Consolidated VIEs
Consolidated CLOs
The Company is the investment manager of certain asset-backed investment vehicles, commonly referred to as CLOs, and certain other vehicles for which the Company earns fee income for investment management services. The Company may sell or syndicate investments through these vehicles, principally as part of the strategic investing activity as part of its investment management businesses. Additionally, the Company may invest in securities issued by these vehicles which are eliminated in consolidation of the CLOs.
As of September 30, 2025 and December 31, 2024, respectively, Equitable Financial holds $115 million and $128 million of equity interests in the CLOs. The Company consolidated the CLOs as of September 30, 2025 and December 31, 2024 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the CLO’s loan manager. The assets of the CLOs are legally isolated from the Company’s creditors and can only be used to settle obligations of the CLOs. The liabilities of the CLOs are non-recourse to the Company and the Company has no obligation to satisfy the liabilities of the CLOs. As of September 30, 2025, Equitable Financial holds $0 million of equity interests in a SPE established to purchase loans from the market in anticipation of a new CLO transaction. The Company consolidated the SPE as of September 30, 2025 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the SPE loan manager.
Resulting from this consolidation in the Company’s consolidated balance sheets are fixed maturities, at fair value using the fair value option with total assets of $2.4 billion and $2.1 billion and total liabilities of $2.5 billion and $2.1 billion at September 30, 2025 and December 31, 2024, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is $2.3 billion and $1.9 billion at September 30, 2025 and December 31, 2024.
Consolidated Limited Partnerships and LLCs
As of September 30, 2025 and December 31, 2024 the Company consolidated limited partnerships and LLCs for which it was identified as the primary beneficiary under the VIE model. Included in other invested assets, mortgage loans on real estate, other equity investments, trading securities, cash and other liabilities in the Company’s consolidated balance sheets at September 30, 2025 and December 31, 2024 are total net assets of $2.9 billion and $2.1 billion, respectively related to these VIEs.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Consolidated AB-Sponsored Investment Funds
Included in the Company’s consolidated balance sheets as of September 30, 2025 and December 31, 2024 are assets of $362 million and $85 million, liabilities of $33 million and $0 million, and redeemable noncontrolling interests of $152 million and $32 million, respectively, associated with the consolidation of AB-sponsored investment funds under the VIE model. Also included in the Company’s consolidated balance sheets as of September 30, 2025 and December 31, 2024 are assets of $33 million and $73 million, liabilities of $1 million and $1 million, and redeemable noncontrolling interests of $7 million and $17 million, respectively, from consolidation of AB-sponsored investment funds under the VOE model.
Non-Consolidated VIEs
As of September 30, 2025 and December 31, 2024 respectively, the Company held approximately $3.2 billion and $3.0 billion of investment assets in the form of equity interests issued by non-corporate legal entities determined under the guidance to be VIEs, such as limited partnerships and limited liability companies, including CLOs, hedge funds, private equity funds and real estate-related funds. The Company continues to reflect these equity interests in the consolidated balance sheets as other equity investments and applies the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately $378.0 billion and $350.7 billion as of September 30, 2025 and December 31, 2024 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $3.2 billion and $3.0 billion and approximately $1.0 billion and $1.2 billion of unfunded commitments as of September 30, 2025 and December 31, 2024, respectively. The Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.
Non-Consolidated AB-Sponsored Investment Products
As of September 30, 2025 and December 31, 2024, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately $47.5 billion and $46.9 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $38 million and $17 million as of September 30, 2025 and December 31, 2024, respectively. The Company has no further commitments to or economic interest in these VIEs.
Assumption Updates and Model Changes
The Company conducts its annual review of its assumptions and models during the third quarter of each year. The annual review encompasses assumptions underlying the valuation of MRB, liabilities for future policyholder benefits and additional liability update.
However, the Company updates its assumptions as needed in the event it becomes aware of economic conditions or events that could require a change in assumptions that it believes may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact its earnings in the period of the change.
MRB Update
The Company updates its assumptions to reflect emerging experience for withdrawals, mortality and lapse election. This includes actuarial judgment informed by actual experience of how policy holders are expected to use these policies in the future.
LFPB Update
The significant assumptions for the liability for future policy benefits (“LFPB”) balances include mortality and lapses for our Traditional Life businesses. The primary assumption for the payout block of business is mortality.
Additional Liability Update
The significant assumptions for the additional insurance liability balances include mortality, lapses, premium payment pattern and interest crediting assumption.
Impact of Assumption Updates
The net impact of assumption changes during the three and nine months ended September 30, 2025 increased other income by $6 million, increased remeasurement of liability for future policy benefits by $3 million, decreased policy benefits by $1 million, and increased the change in MRB and purchased MRB by $84 million.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
This resulted in a decrease in income (loss) from operations, before income taxes of $80 million and decreased net income (loss) by $63 million.
The net impact of assumption changes during the three and nine months ended September 30, 2024 increased other income by $21 million, increased remeasurement of liability for future policy benefits by $18 million, decreased policy benefits by $8 million, and decreased the change in MRB and purchased MRB by $9 million. This resulted in an increase in income (loss) from operations, before income taxes of $20 million and increased net income (loss) by $16 million.
Model Changes
There were no material model changes in the first nine months of 2025 and 2024.
Revision of Previously Issued Consolidated Financial Statements
During the period ended March 31, 2025, the Company identified an immaterial error related to the initial bookkeeping of ceded accrued fees within policyholders’ account balance ultimately impacting the initial deposit accounting of a reinsurance transaction. The impact of this error to prior periods’ financial statements was not considered to be material. To improve the consistency and comparability of the financial statements, management voluntarily revised the financial statements to include the revisions discussed herein. As a result of the determination to revise previously issued financial statements for the deposit accounting discussed above, management also has corrected other previously identified but uncorrected errors and errors recorded in incorrect periods including, a) pension liability overstatement due to a reconciling item, b) incorrect FX impacting the FABN carrying value, c) incorrect inputs ratio in our MRB modeling and incorrect inputs in the deposit accounting calculation, d) the hedging impact of Treasury Inflation-Protected Securities (TIPS) hedging income was incorrectly recorded in Accumulated other comprehensive income, e) error in the manual accrual in an input calculation in the treasury package overstating Policyholders’ account balance and Interest credited to policyholders, f) incorrect actuarial indication impacting the Liability for MRB and purchased MRB, and g) incorrect allocation of earned premiums to loss ratio impacting reserves.
See Note 21 of the Notes to these Consolidated Financial Statements for details of the revision.
3)    INVESTMENTS
Fixed Maturities AFS
The components of fair value and amortized cost for fixed maturities classified as AFS on the consolidated balance sheets excludes accrued interest receivable because the Company elected to present accrued interest receivable within other assets. Accrued interest receivable on AFS fixed maturities as of September 30, 2025 and December 31, 2024 was $647 million and $693 million, respectively. There was no accrued interest written off for AFS fixed maturities for the three and nine months ended September 30, 2025 and 2024.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following tables provide information relating to the Company’s fixed maturities classified as AFS:
AFS Fixed Maturities by Classification
 
 Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value
 
  (in millions)
September 30, 2025
Fixed Maturities:
Corporate (1) $ 47,594  $ —  $ 664  $ 3,994  $ 44,264 
U.S. Treasury, government and agency
 5,042  —  2  1,264  3,780 
States and political subdivisions 379  —  2  70  311 
Foreign governments
 595  —  3  80  518 
Residential mortgage-backed (2) 6,589  —  75  98  6,566 
Asset-backed (3) 15,675  —  138  41  15,772 
Commercial mortgage-backed 4,825  —  26  269  4,582 
Redeemable preferred stock 54  —  4  —  58 
Total at September 30, 2025 $ 80,753  $ —  $ 914  $ 5,816  $ 75,851 
December 31, 2024:
Fixed Maturities:
Corporate (1) (4)
 $ 55,163  $ 2  $ 249  $ 6,112  $ 49,298 
U.S. Treasury, government and agency
 5,801  —  —  1,513  4,288 
States and political subdivisions
 472  —  2  88  386 
Foreign governments
 689  —  1  136  554 
Residential mortgage-backed (2) 4,520  —  15  152  4,383 
Asset-backed (3) (4)
 13,715  —  98  61  13,752 
Commercial mortgage-backed 4,301  —  5  385  3,921 
Redeemable preferred stock 56  —  3  —  59 
Total at December 31, 2024 $ 84,717  $ 2  $ 373  $ 8,447  $ 76,641 
______________
(1)Corporate fixed maturities include both public and private issues.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.
(4)Prior period amounts have been revised to improve comparability.
The contractual maturities of AFS fixed maturities as of September 30, 2025 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or pre-pay obligations with or without call or pre-payment penalties.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Contractual Maturities of AFS Fixed Maturities
  Amortized Cost (Less Allowance for Credit Losses) Fair Value
  (in millions)
September 30, 2025
Contractual maturities:
Due in one year or less $ 2,374  $ 2,361 
Due in years two through five 14,643  14,508 
Due in years six through ten 17,039  16,862 
Due after ten years 19,554  15,142 
Subtotal 53,610  48,873 
Residential mortgage-backed 6,589  6,566 
Asset-backed 15,675  15,772 
Commercial mortgage-backed 4,825  4,582 
Redeemable preferred stock 54  58 
Total at September 30, 2025 $ 80,753  $ 75,851 
The following table shows proceeds from sales, gross gains (losses) from sales and allowance for credit losses for AFS fixed maturities:
Proceeds from Sales, Gross Gains (Losses) from Sales and Allowance for Credit and Intent to Sell Losses for AFS Fixed Maturities

 
 Three Months Ended September 30, Nine Months Ended September 30,
 
 2025 2024 2025 2024
 
(in millions)
Proceeds from sales $ 1,953  $ 461  $ 6,216  $ 2,236 
Gross gains on sales $ 10  $ 2  $ 19  $ 7 
Gross losses on sales $ (17) $ (27) $ (50) $ (54)
Net (increase) decrease in Allowance for Credit and Intent to Sell losses $ (7) $ (2) $ (26) $ (7)

The following table sets forth the amount of credit loss impairments on AFS fixed maturities held by the Company at the dates indicated and the corresponding changes in such amounts:
AFS Fixed Maturities - Credit and Intent to Sell Loss Impairments
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Balance, beginning of period $ 61  $ 50  $ 47  $ 48 
Previously recognized impairments on securities that matured, paid, prepaid or sold (18) 3  (23) (5)
Recognized impairments on securities impaired to fair value this period (1)
 22  —  22  — 
Credit losses recognized this period on securities for which credit losses were not previously recognized (12) (1) 5  5 
Additional credit losses this period on securities previously impaired —  (2) 2  2 
Balance, end of period $ 53  $ 50  $ 53  $ 50 
______________
(1)Represents circumstances where the Company determined in the current period that it intends to sell the security, or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The tables below present a roll-forward of net unrealized investment gains (losses) recognized in AOCI:

Net Unrealized Gains (Losses) on AFS Fixed Maturities

Three Months Ended September 30, 2025
Net Unrealized Gains (Losses) on Investments Policyholders’ Liabilities
Deferred Income Tax Asset (Liability)
AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)
Balance, beginning of period $ (6,722) $ 66  $ 140  $ (6,516)
Net investment gains (losses) arising during the period 685  —  —  685 
Reclassification adjustment:
Included in net income (loss) 1,136  —  —  1,136 
Excluded from net income (loss) —  —  —  — 
Other —  —  231  231 
Impact of net unrealized investment gains (losses) —  (41) (373) (414)
Net unrealized investment gains (losses) excluding credit losses (4,901) 25  (2) (4,878)
Net unrealized investment gains (losses) with credit losses (1) —  —  (1)
Balance, end of period $ (4,902) $ 25  $ (2) $ (4,879)
Three Months Ended September 30, 2024
Balance, beginning of period $ (8,214) $ 67  $ 471  $ (7,676)
Net investment gains (losses) arising during the period 2,759  —  —  2,759 
Reclassification adjustment:
Included in net income (loss) 28  —  —  28 
Excluded from net income (loss) —  —  —  — 
Other
 —  —  120  120 
Impact of net unrealized investment gains (losses) —  (17) (582) (599)
Net unrealized investment gains (losses) excluding credit losses (5,427) 50  9  (5,368)
Net unrealized investment gains (losses) with credit losses (5) —  1  (4)
Balance, end of period $ (5,432) $ 50  $ 10  $ (5,372)

Nine Months Ended September 30, 2025
Net Unrealized Gains (Losses) on Investments Policyholders’ Liabilities
Deferred Income Tax Asset (Liability)
AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)
Balance, beginning of period $ (8,074) $ 71  $ 464  $ (7,539)
Net investment gains (losses) arising during the period 1,995  —  —  1,995 
Reclassification adjustment:
Included in net income (loss) 1,180  —  —  1,180 
Excluded from net income (loss) —  —  —  — 
Other —  —  190  190 
Impact of net unrealized investment gains (losses) —  (46) (657) (703)
Net unrealized investment gains (losses) excluding credit losses (4,899) 25  (3) (4,877)
Net unrealized investment gains (losses) with credit losses (3) —  1  (2)
Balance, end of period $ (4,902) $ 25  $ (2) $ (4,879)
Nine Months Ended September 30, 2024
Balance, beginning of period $ (6,999) $ 50  $ 226  $ (6,723)
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Net investment gains (losses) arising during the period 1,521  —  —  1,521 
Reclassification adjustment:
Included in net income (loss) 54  —  —  54 
Other
 —  —  113  113 
Impact of net unrealized investment gains (losses) —  —  (331) (331)
Net unrealized investment gains (losses) excluding credit losses (5,424) 50  8  (5,366)
Net unrealized investment gains (losses) with credit losses (8) —  2  (6)
Balance, end of period $ (5,432) $ 50  $ 10  $ (5,372)

The following tables disclose the fair values and gross unrealized losses of the 3,342 issues as of September 30, 2025 and the 4,307 issues as of December 31, 2024 that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:
AFS Fixed Maturities in an Unrealized Loss Position for Which No Allowance Is Recorded

Less Than 12 Months 12 Months or Longer Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
(in millions)
September 30, 2025
Fixed Maturities:
Corporate $ 2,943  $ 34  $ 22,092  $ 3,944  $ 25,035  $ 3,978 
U.S. Treasury, government and agency 11  —  3,658  1,264  3,669  1,264 
States and political subdivisions 13  —  224  70  237  70 
Foreign governments 8  —  400  80  408  80 
Residential mortgage-backed 853  1  884  97  1,737  98 
Asset-backed 1,284  8  629  33  1,913  41 
Commercial mortgage-backed 239  2  2,814  267  3,053  269 
Total at September 30, 2025 $ 5,351  $ 45  $ 30,701  $ 5,755  $ 36,052  $ 5,800 
December 31, 2024:
Fixed Maturities:
Corporate (1)
 $ 9,139  $ 204  $ 28,632  $ 5,898  $ 37,771  $ 6,102 
U.S. Treasury, government and agency 117  4  4,107  1,509  4,224  1,513 
States and political subdivisions 40  —  271  88  311  88 
Foreign governments 59  1  460  135  519  136 
Residential mortgage-backed 1,986  26  851  126  2,837  152 
Asset-backed (1)
 982  8  744  53  1,726  61 
Commercial mortgage-backed 409  6  2,893  379  3,302  385 
Total at December 31, 2024 $ 12,732  $ 249  $ 37,958  $ 8,188  $ 50,690  $ 8,437 
(1)Prior period amounts have been revised to improve comparability

The Company maintains a diversified portfolio of AFS securities across industries and issuers and does not have exposure to any single issuer in excess of 0.5% of total fixed maturities. The largest exposure to a single issuer held as of September 30, 2025 and December 31, 2024 was $402 million and $400 million, respectively, representing 25.1% and 11.7% of the consolidated equity of the Company.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the NAIC Designation (as defined below) of 3 (medium investment grade), 4 or 5 (below investment grade) or 6 (in or near default). As of September 30, 2025 and December 31, 2024, respectively, approximately $1.8 billion and $1.9 billion, or 2.3% and 2.3%, of the $80.8 billion and $84.7 billion aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had gross unrealized losses of $63 million and $64 million as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025 and December 31, 2024, respectively, the $5.8 billion and $8.2 billion of gross unrealized losses of twelve months or more were primarily concentrated in corporate securities. In accordance with the policy described in Note 2 of the Notes to these Consolidated Financial Statements, the Company concluded that an adjustment to the allowance for credit losses for these securities was not warranted at either September 30, 2025 or December 31, 2024. As of September 30, 2025 and December 31, 2024, the Company neither intended to sell the securities nor was it more likely than not required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.
Based on the Company’s evaluation both qualitatively and quantitatively of the drivers of the decline in fair value of fixed maturity securities as of September 30, 2025, the Company determined that the unrealized loss was primarily due to increases in interest rates and credit spreads.
Securities Lending
The Company enters into securities lending agreements with an agent bank whereby blocks of securities are loaned to third parties, primarily major brokerage firms. As of September 30, 2025 and December 31, 2024, the estimated fair value of loaned securities was $1.1 billion and $134 million. The agreements require a minimum of 102% of the fair value of the loaned securities to be held as cash or security collateral, calculated daily. We do not have the right to sell or pledge the securities posted as collateral. To further minimize the credit risks related to these programs, the financial condition of counterparties is monitored on a regular basis. As of September 30, 2025 and December 31, 2024, collateral received was in the amount of $1.1 billion and $137 million, of which $77 million and $137 million, respectively, is cash collateral. A securities lending payable for the overnight and continuous loans is included in other liabilities in the amount of cash collateral received. Securities lending transactions are used to generate income. Income and expenses associated with these transactions are reported as Net investment income and were not material for the nine months ended September 30, 2025 and 2024.
Mortgage Loans on Real Estate
Accrued interest receivable on commercial, agricultural and residential mortgage loans as of September 30, 2025 and December 31, 2024 was $118 million and $96 million, respectively. There was no accrued interest written off for commercial, agricultural and residential mortgage loans for the nine months ended September 30, 2025 and 2024.
There were no mortgage loans foreclosed during the nine months ended September 30, 2025.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Allowance for Credit Losses on Mortgage Loans
The change in the allowance for credit losses for commercial, agricultural and residential mortgage loans were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Allowance for credit losses on mortgage loans:
Commercial mortgages:
Balance, beginning of period $ 293  $ 222  $ 259  $ 272 
Current-period provision for expected credit losses (19) 22  15  47 
Write-offs charged against the allowance —  —  —  (75)
Recoveries of amounts previously written off —  —  —  — 
Net change in allowance (19) 22  15  (28)
Balance, end of period $ 274  $ 244  $ 274  $ 244 
Agricultural mortgages:
Balance, beginning of period $ 5  $ 9  $ 15  $ 6 
Current-period provision for expected credit losses 1  4  (1) 7 
Write-offs charged against the allowance —  —  (8) — 
Recoveries of amounts previously written off —  —  —  — 
Net change in allowance 1  4  (9) 7 
Balance, end of period $ 6  $ 13  $ 6  $ 13 
Residential mortgages:
Balance, beginning of period $ 7  $ 3  $ 4  $ 1 
Current-period provision for expected credit losses —  1  3  3 
Write-offs charged against the allowance —  —  —  — 
Recoveries of amounts previously written off —  —  —  — 
Net change in allowance —  1  3  3 
Balance, end of period $ 7  $ 4  $ 7  $ 4 
Total allowance for credit losses $ 287  $ 261  $ 287  $ 261 

The change in the allowance for credit losses is attributable to:
•increases/decreases in the loan balance due to new originations, maturing mortgages, and loan amortization; and
•changes in credit quality and economic assumptions.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Credit Quality Information
The Company’s commercial and agricultural mortgage loans segregated by risk rating exposure were as follows:
Loan to Value (“LTV”) Ratios (1) (3)
September 30, 2025
Amortized Cost Basis by Origination Year
2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50% $ 60  $ 185  $ 258  $ 137  $ 206  $ 1,750  $ —  $ —  $ 2,596 
50% - 70% 1,858  1,431  1,051  1,568  612  2,176  463  277  9,436 
70% - 90% 293  73  80  721  695  1,736  160  204  3,962 
90% plus —  —  —  587  560  994  —  —  2,141 
Total commercial $ 2,211  $ 1,689  $ 1,389  $ 3,013  $ 2,073  $ 6,656  $ 623  $ 481  $ 18,135 
Agricultural:
0% - 50% $ 129  $ 46  $ 99  $ 146  $ 208  $ 1,095  $ —  $ —  $ 1,723 
50% - 70% 101  155  52  134  116  353  —  —  911 
70% - 90% —  —  —  —  —  —  —  —  — 
90% plus —  —  —  —  —  9  —  —  9 
Total agricultural $ 230  $ 201  $ 151  $ 280  $ 324  $ 1,457  $ —  $ —  $ 2,643 
Total commercial and agricultural mortgage loans:
0% - 50% $ 189  $ 231  $ 357  $ 283  $ 414  $ 2,845  $ —  $ —  $ 4,319 
50% - 70% 1,959  1,586  1,103  1,702  728  2,529  463  277  10,347 
70% - 90% 293  73  80  721  695  1,736  160  204  3,962 
90% plus —  —  —  587  560  1,003  —  —  2,150 
Total commercial and agricultural mortgage loans
 $ 2,441  $ 1,890  $ 1,540  $ 3,293  $ 2,397  $ 8,113  $ 623  $ 481  $ 20,778 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Debt Service Coverage (“DSC”) Ratios (2) (3)
September 30, 2025
Amortized Cost Basis by Origination Year
2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x $ 67  $ 207  $ 175  $ 999  $ 1,081  $ 3,032  $ —  $ —  $ 5,561 
1.8x to 2.0x —  103  58  —  208  1,106  123  184  1,782 
1.5x to 1.8x 369  472  316  754  48  1,143  63  164  3,329 
1.2x to 1.5x 1,194  791  401  555  528  468  —  95  4,032 
1.0x to 1.2x 581  116  429  486  76  827  437  38  2,990 
Less than 1.0x —  —  10  219  132  80  —  —  441 
Total commercial $ 2,211  $ 1,689  $ 1,389  $ 3,013  $ 2,073  $ 6,656  $ 623  $ 481  $ 18,135 
Agricultural:
Greater than 2.0x $ 24  $ 9  $ 5  $ 37  $ 32  $ 190  $ —  $ —  $ 297 
1.8x to 2.0x 26  10  17  23  53  94  —  —  223 
1.5x to 1.8x 35  47  11  38  27  278  —  —  436 
1.2x to 1.5x 75  45  44  78  134  490  —  —  866 
1.0x to 1.2x 50  71  43  80  68  365  —  —  677 
Less than 1.0x 20  19  31  24  10  40  —  —  144 
Total agricultural $ 230  $ 201  $ 151  $ 280  $ 324  $ 1,457  $ —  $ —  $ 2,643 
Total commercial and agricultural mortgage loans:
Greater than 2.0x $ 91  $ 216  $ 180  $ 1,036  $ 1,113  $ 3,222  $ —  $ —  $ 5,858 
1.8x to 2.0x 26  113  75  23  261  1,200  123  184  2,005 
1.5x to 1.8x 404  519  327  792  75  1,421  63  164  3,765 
1.2x to 1.5x 1,269  836  445  633  662  958  —  95  4,898 
1.0x to 1.2x 631  187  472  566  144  1,192  437  38  3,667 
Less than 1.0x 20  19  41  243  142  120  —  —  585 
Total commercial and agricultural mortgage loans
 $ 2,441  $ 1,890  $ 1,540  $ 3,293  $ 2,397  $ 8,113  $ 623  $ 481  $ 20,778 
______________
(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
(3)Residential mortgage loans are excluded from the above tables.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
LTV Ratios (1) (3)
December 31, 2024
Amortized Cost Basis by Origination Year
2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50% $ 185  $ 363  $ 137  $ 212  $ 269  $ 1,548  $ —  $ —  $ 2,714 
50% - 70% 1,501  910  1,622  628  318  2,083  441  201  7,704 
70% - 90% —  246  707  918  396  1,187  101  206  3,761 
90% plus —  —  616  322  309  1,290  —  —  2,537 
Total commercial $ 1,686  $ 1,519  $ 3,082  $ 2,080  $ 1,292  $ 6,108  $ 542  $ 407  $ 16,716 
Agricultural:
0% - 50% $ 49  $ 98  $ 160  $ 202  $ 269  $ 882  $ —  $ —  $ 1,660 
50% - 70% 160  59  126  130  144  273  —  —  892 
70% - 90% —  —  —  —  —  16  —  —  16 
90% plus —  —  —  —  —  —  —  —  — 
Total agricultural $ 209  $ 157  $ 286  $ 332  $ 413  $ 1,171  $ —  $ —  $ 2,568 
Total commercial and agricultural mortgage loans:
0% - 50% $ 234  $ 461  $ 297  $ 414  $ 538  $ 2,430  $ —  $ —  $ 4,374 
50% - 70% 1,661  969  1,748  758  462  2,356  441  201  8,596 
70% - 90% —  246  707  918  396  1,203  101  206  3,777 
90% plus —  —  616  322  309  1,290  —  —  2,537 
Total commercial and agricultural mortgage loans
 $ 1,895  $ 1,676  $ 3,368  $ 2,412  $ 1,705  $ 7,279  $ 542  $ 407  $ 19,284 

DSC Ratios (2) (3)
December 31, 2024
Amortized Cost Basis by Origination Year
2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x $ 208  $ 176  $ 609  $ 1,255  $ 916  $ 3,318  $ —  $ —  $ 6,482 
1.8x to 2.0x 103  75  50  149  376  607  176  182  1,718 
1.5x to 1.8x 472  211  727  —  —  1,060  44  189  2,703 
1.2x to 1.5x 756  566  542  433  —  661  —  —  2,958 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
December 31, 2024
Amortized Cost Basis by Origination Year
2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
(in millions)
1.0x to 1.2x 147  482  643  193  —  359  322  36  2,182 
Less than 1.0x —  9  511  50  —  103  —  —  673 
Total commercial $ 1,686  $ 1,519  $ 3,082  $ 2,080  $ 1,292  $ 6,108  $ 542  $ 407  $ 16,716 
Agricultural:
Greater than 2.0x $ 12  $ 5  $ 41  $ 34  $ 57  $ 157  $ —  $ —  $ 306 
1.8x to 2.0x 11  17  24  54  28  79  —  —  213 
1.5x to 1.8x 49  11  44  27  120  175  —  —  426 
1.2x to 1.5x 47  46  89  138  113  422  —  —  855 
1.0x to 1.2x 71  47  63  68  87  307  —  —  643 
Less than 1.0x 19  31  25  11  8  31  —  —  125 
Total agricultural $ 209  $ 157  $ 286  $ 332  $ 413  $ 1,171  $ —  $ —  $ 2,568 
Total commercial and agricultural mortgage loans:
Greater than 2.0x $ 220  $ 181  $ 650  $ 1,289  $ 973  $ 3,475  $ —  $ —  $ 6,788 
1.8x to 2.0x 114  92  74  203  404  686  176  182  1,931 
1.5x to 1.8x 521  222  771  27  120  1,235  44  189  3,129 
1.2x to 1.5x 803  612  631  571  113  1,083  —  —  3,813 
1.0x to 1.2x 218  529  706  261  87  666  322  36  2,825 
Less than 1.0x 19  40  536  61  8  134  —  —  798 
Total commercial and agricultural mortgage loans
 $ 1,895  $ 1,676  $ 3,368  $ 2,412  $ 1,705  $ 7,279  $ 542  $ 407  $ 19,284 
______________
(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
(3)Residential mortgage loans are excluded from the above tables.
The amortized cost of residential mortgage loans by credit quality indicator and origination year was as follows:
September 30, 2025
Amortized Cost Basis by Origination Year
2025 2024 2023 2022 2021 Prior Total
(in millions)
Performance indicators:
Performing
 $ 321  $ 669  $ 370  $ 172  $ 123  $ 4  $ 1,659 
Nonperforming
—  —  —  —  —  —  — 
Total
 $ 321  $ 669  $ 370  $ 172  $ 123  $ 4  $ 1,659 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
December 31, 2024
Amortized Cost Basis by Origination Year
2024 2023 2022 2021 2019 Prior Total
(in millions)
Performance indicators:
Performing
 $ 313  $ 428  $ 186  $ 133  $ 4  $ 2  $ 1,066 
Nonperforming
—  —  —  —  —  —  — 
Total
 $ 313  $ 428  $ 186  $ 133  $ 4  $ 2  $ 1,066 

Past-Due and Nonaccrual Mortgage Loan Status
The aging analysis of past-due mortgage loans were as follows:
Age Analysis of Past Due Mortgage Loans (1)
Accruing Loans Non-accruing Loans Total Loans Non-accruing Loans with No Allowance Interest Income on Non-accruing Loans
Past Due Current Total
30-59 Days 60-89 Days 90 Days or More Total
(in millions)
September 30, 2025:
Mortgage loans:
Commercial $ —  $ —  $ —  $ —  $ 18,076  $ 18,076  $ 59  $ 18,135  $ —  $ — 
Agricultural 8  5  49  62  2,570  2,632  11  2,643  9  — 
Residential
 2  1  —  3  1,656  1,659  —  1,659  —  — 
Total $ 10  $ 6  $ 49  $ 65  $ 22,302  $ 22,367  $ 70  $ 22,437  $ 9  $ — 
December 31, 2024:
Mortgage loans:
Commercial $ —  $ —  $ —  $ —  $ 16,659  $ 16,659  $ 57  $ 16,716  $ —  $ 1 
Agricultural 12  1  33  46  2,486  2,532  36  2,568  —  — 
Residential
 —  1  —  1  1,065  1,066  —  1,066  —  — 
Total $ 12  $ 2  $ 33  $ 47  $ 20,210  $ 20,257  $ 93  $ 20,350  $ —  $ 1 
______________
(1)Amounts presented at amortized cost basis.
As of September 30, 2025 and December 31, 2024, the amortized cost of problem mortgage loans that had been classified as non-accrual loans were $11 million and $36 million, respectively.
Loan Modifications
During the three and nine months ended September 30, 2025, the Company granted a modification to a commercial mortgage. This modification involved waiving a $10 million paydown requirement and extending the maturity date until June 10, 2027. Additionally, the loan will continue to accrue interest but will have a reduced pay rate, with the difference due and payable at maturity. The loan has an amortized cost of $35 million and represents 0.2% of total commercial mortgage loans.
During the nine months ended September 30, 2025, the Company also granted a modification splitting an agricultural mortgage loan into three notes. The loans have an amortized cost of $9 million, which is fully attributed to the first note, and represent 0.3% of total agricultural loans.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
During 2024, the Company granted a modification splitting a commercial mortgage loan into two notes. One note retaining the original loan terms and the second note with an increased interest rate to market terms and required management of excess cash. The loans have an amortized cost of $65 million and represents 0.4% of total commercial mortgage loans.
During 2023, the Company granted a modification of interest rates on four commercial mortgage loans, but not to market terms and required management of excess cash. The loans have an amortized cost of $169 million which represents 0.9% of total commercial mortgage loans. Two of the four loans also have term extensions of 17 months to 4 years. During the three months ended September 30, 2025, the Company disposed of one of the modified loans of $61 million.
The impact to Investment income or gains (losses) as a result of these modifications was not material to the consolidated financial statements.
The above modifications are performing in accordance with their restructured terms.
Equity Securities
The breakdown of unrealized and realized gains and (losses) on equity securities was as follows:
Unrealized and Realized Gains (Losses) from Equity Securities
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period $ 40  $ 30  $ 38  $ 39 
Net investment gains (losses) recognized on securities sold during the period (24) (1) (22) 1 
Unrealized and realized gains (losses) on equity securities $ 16  $ 29  $ 16  $ 40 
Trading Securities
As of September 30, 2025 and December 31, 2024, respectively, the fair value of the Company’s trading securities was $1.6 billion and $1.1 billion. As of September 30, 2025 and December 31, 2024, respectively, trading securities included the General Account’s investment in Separate Accounts had carrying values of $63 million and $64 million.
The breakdown of net investment income (loss) from trading securities was as follows:
Net Investment Income (Loss) from Trading Securities
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period $ 49  $ 70  $ 82  $ 112 
Net investment gains (losses) recognized on securities sold during the period 1  1  7  2 
Unrealized and realized gains (losses) on trading securities 50  71  89  114 
Interest and dividend income from trading securities 18  23  52  55 
Net investment income (loss) from trading securities $ 68  $ 94  $ 141  $ 169 
Fixed maturities, at fair value using the fair value option
The breakdown of net investment income (loss) from fixed maturities, at fair value using the fair value option were as follows:
28

Net Investment Income (Loss) from Fixed Maturities, at Fair Value using the Fair Value Option
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period $ 3  $ (10) $ 15  $ (15)
Net investment gains (losses) recognized on securities sold during the period 1  —  2  3 
Unrealized and realized gains (losses) from fixed maturities 4  (10) 17  (12)
Interest and dividend income from fixed maturities 8  8  4  36 
Net investment income (loss) from fixed maturities $ 12  $ (2) $ 21  $ 24 
Net Investment Income
The following tables provides the components of Net investment income by investment type:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Fixed maturities $ 922  $ 896  $ 2,796  $ 2,551 
Mortgage loans on real estate 270  245  786  718 
Other equity investments 64  68  147  120 
Policy loans 35  57  142  167 
Trading securities 68  94  141  169 
Other investment income 16  (15) 33  30 
Fixed maturities, at fair value using the fair value option 12  (2) 21  24 
Gross investment income (loss) 1,387  1,343  4,066  3,779 
Investment expenses (44) (35) (120) (94)
Net investment income (loss) $ 1,343  $ 1,308  $ 3,946  $ 3,685 

Investment Gains (Losses), Net
Investment gains (losses), net, including changes in the valuation allowances and credit losses were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 (1) 2024 2025 (1) 2024
(in millions)
Fixed maturities $ (1,161) $ (27) $ (1,180) $ (54)
Mortgage loans on real estate (9) (26) (77) (58)
Other —  7  2  11 
Investment gains (losses), net $ (1,170) $ (46) $ (1,255) $ (101)
______________
(1)Includes $1.1 billion as a result of the assets transferred related to the reinsurance transaction with RGA. See Note 20 of the Notes to these Consolidated Financial Statements for further details.
For the three and nine months ended September 30, 2025 and 2024, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $0 million, $1 million, $0 million and $1 million.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
4)     DERIVATIVES
The Company uses derivatives as part of its overall asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a “Derivative Use Plan” approved by applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting, with the exception of TIPS and cash flow hedges, which are discussed further below. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, fund performance, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, bond and bond-index total return swaps, swaptions, variance swaps and equity options, credit and foreign exchange derivatives, as well as bond and repo transactions to support the hedging. The derivative contracts are collectively managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets. In addition, as part of its hedging strategy, the Company targets an asset level for all variable annuity products at or above a CTE98 level under most economic scenarios (CTE is a statistical measure of tail risk which quantifies the total asset requirement (“TAR”) to sustain a loss if an event outside a given probability level has occurred. CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.)
Derivatives Utilized to Hedge Exposure to Variable Annuities with Guarantee Features
The Company has issued and continues to offer variable annuity products with GMxB features which are accounted for as MRBs. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with products that have a GMxB feature and are accounted for as MRBs is that under-performance of the financial markets could result in the GMxB features benefits being higher than what accumulated policyholders’ account balances would support.
For GMxB features, the Company retains certain risks including basis, credit spread, and some volatility risk and risk associated with actual experience compared to expected actuarial assumptions for mortality, lapse and surrender, withdrawal and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, the Company is party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. The Company has also purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company. The reinsurance of these features is accounted for as purchased MRBs. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees to CS Life. As this contract provides full risk transfer and thus has the same risk attributes as the underlying direct contracts, the benefits of this treaty are accounted for in the same manner as the underlying gross reserves and therefore the amounts due from reinsurers related to excess benefits are accounted for as purchased MRBs.
The Company has in place an economic hedge program using U.S. Treasury futures to partially protect the overall profitability of future variable annuity sales against declining interest rates.
Derivatives Utilized to Hedge Crediting Rate Exposure on SCS, SIO, MSO and IUL Products/Investment Options
The Company hedges crediting rates in the SCS variable annuity, SIO in the EQUI-VEST variable annuity series, MSO in the variable life insurance products and IUL insurance products. These products permit the contract owner to participate in the performance of an index, ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which the Company will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
In order to support the returns associated with these features, the Company enters into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers, thereby substantially reducing any exposure to market-related earnings volatility.
Derivatives Used to Hedge Equity Market Risks Associated with the General Account’s Seed Money Investments in Retail Mutual Funds
The Company’s General Account seed money investments in retail mutual funds expose us to market risk, including equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.
Derivatives Used for General Account Investment Portfolio
The Company purchased CDS to mitigate its exposure to a reference entity through cash positions. These positions do not replicate credit spreads.
The Company purchased 30-year TIPS and other sovereign bonds, both inflation linked and non-inflation linked, as General Account investments and enters into asset or cross-currency basis swaps, to result in payment of the given bond’s coupons and principal at maturity in the bond’s specified currency to the swap counterparty in return for fixed dollar amounts. These swaps, when considered in combination with the bonds, together result in a net position that is intended to replicate a dollar-denominated fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond.
Derivatives Utilized to Hedge Exposure to Foreign Currency Denominated Cash Flows
The Company purchases private placement debt securities and issues funding agreements in the FABN program in currencies other than its functional U.S. dollar currency. The Company enters into cross currency swaps with external counterparties to hedge the exposure of the foreign currency denominated cash flows of these instruments. The foreign currency received from or paid to the cross currency swap counterparty is exchanged for fixed U.S. dollar amounts with improved net investment yields or net product costs over equivalent U.S. dollar denominated instruments issued at that time. The transactions are accounted for as cash flow hedges when they are designated in hedging relationships and qualify for hedge accounting.
These cross currency swaps are for the period the foreign currency denominated private placement debt securities and funding agreement are outstanding, with the longest cross currency swap expiring in 2033. Since these cross currency swaps are designated and qualify as cash flow hedges, the corresponding interest accruals are recognized in Net investment income and in interest credited to policyholders’ account balances.
The tables below present quantitative disclosures about the Company’s derivative instruments designated in hedging relationships and derivative instruments which have not been designated in hedging relationships, including those embedded in other contracts required to be accounted for as derivative instruments.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following table presents the gross notional amount and fair value of the Company’s derivatives:

Derivative Instruments by Category
September 30, 2025 December 31, 2024
  Fair Value Fair Value
 
Notional
Amount
Derivative
Assets
 Derivative Liabilities
Net
Derivatives
 Notional Amount Derivative Assets Derivative Liabilities
Net Derivatives
(in millions)
Derivatives: designated for hedge accounting (1)
 Cash flow hedges:
 Currency swaps $ 1,219  $ 101  $ 141  $ (40) $ 2,940  $ 111  $ 95  $ 16 
 Interest swaps 952  —  355  (355) 952  —  306  (306)
 Total: designated for hedge accounting 2,171  101  496  (395) 3,892  111  401  (290)
Derivatives: not designated for hedge accounting (1)
Equity contracts:
Futures 15,200  —  1  (1) 14,530  3  —  3 
Swaps 17,474  56  26  30  16,264  65  19  46 
Options 83,674  26,850  6,331  20,519  70,685  20,647  4,319  16,328 
Forwards
 —  24  —  24  —  —  —  — 
Interest rate contracts:
Futures 9,546  —  —  —  9,310  —  —  — 
Swaps 602  13  1  12  672  —  41  (41)
Options 50  5  —  5  —  —  —  — 
Credit contracts:
Credit default swaps 451  1  10  (9) 275  12  10  2 
Currency contracts:
Currency swaps 276  2  —  2  828  26  —  26 
Currency forwards 84  16  16  —  28  17  17  — 
Other freestanding contracts:
Margin —  941  —  941  —  796  —  796 
Collateral —  146  19,734  (19,588) —  137  16,908  (16,771)
Total: not designated for hedge accounting 127,357  28,054  26,119  1,935  112,592  21,703  21,314  389 
Embedded derivatives:
SCS, SIO, MSO and IUL indexed features (2) —  —  21,303  (21,303) —  —  17,212  (17,212)
Modco payable
 —  (2) —  (2) —  —  —  — 
Total embedded derivatives —  (2) 21,303  (21,305) —  —  17,212  (17,212)
Total derivative instruments $ 129,528  $ 28,153  $ 47,918  $ (19,765) $ 116,484  $ 21,814  $ 38,927  $ (17,113)
______________
(1)Reported in other invested assets in the consolidated balance sheets.
(2)Reported in policyholders’ account balances in the consolidated balance sheets.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following table presents the effects of derivative instruments on the consolidated statements of income and comprehensive income (loss):
Derivative Instruments by Category
Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Net Derivative Gains (Losses) (1)
Net Investment
Income
Interest Credited To Policyholders
Account Balances
 AOCI
Net
Derivative
Gains
(Losses)
(1)
Net
Investment
Income
 Interest Credited To Policyholders Account Balances AOCI
(in millions)
Derivatives: designated for hedge accounting
Cash flow hedges:
Currency swaps $ —  $ (4) $ (12) $ 38  $ —  $ 11  $ 94  $ (150)
Interest swaps —  (4) —  (9) —  (15) —  (17)
Total: designated for hedge accounting —  (8) (12) 29  —  (4) 94  (167)
Derivatives: not Designated for hedge accounting
Equity contracts:
Futures 236  —  —  —  508  —  —  — 
Swaps (1,027) —  —  —  (1,526) —  —  — 
Options 3,386  —  —  —  4,976  —  —  — 
Forwards
 24  —  —  —  24  —  —  — 
Interest rate contracts:
Futures 9  —  —  —  (112) —  —  — 
Swaps 4  —  —  —  3  —  —  — 
Options
 —  —  —  —  (2) —  —  — 
Credit contracts:
Credit default swaps (1) —  —  —  (4) —  —  — 
Currency contracts:
Currency swaps 12  —  —  —  (75) —  —  — 
Currency forwards 1  —  —  —  (5) —  —  — 
Other freestanding contracts:
Margin —  —  —  —  —  —  —  — 
Collateral —  —  —  —  —  —  —  — 
Total: not designated for hedge accounting 2,644  —  —  —  3,787  —  —  — 
Embedded derivatives:
SCS, SIO,MSO and IUL indexed features (3,750) —  —  —  (5,468) —  —  — 
Modco payable
 (11) —  —  —  (11) —  —  — 
Total embedded derivatives (3,761) —  —  —  (5,479) —  —  — 
Total derivative instruments $ (1,117) $ (8) $ (12) $ 29  $ (1,692) $ (4) $ 94  $ (167)
______________
(1)Reported in net derivative gains (losses) in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Net Derivative Gains (Losses) (1)
 Net Investment Income Interest Credited To Policyholders Account Balances AOCI
Net Derivative Gains (Losses) (1)
 Net Investment Income Interest Credited To Policyholders Account Balances AOCI
(in millions)
Derivatives: designated for hedge accounting
Cash flow hedges:
Currency swaps $ (8) $ 2  $ 42  $ (60) $ (7) $ 10  $ 19  $ (22)
Interest swaps —  3  —  (5) —  (11) —  1 
Total: designated for hedge accounting (8) 5  42  (65) (7) (1) 19  (21)
Derivatives: not Designated for hedge accounting
Equity contracts:
Futures 85  —  —  —  376  —  —  — 
Swaps (737) —  —  —  (1,951) —  —  — 
Options 1,385  —  —  —  5,406  —  —  — 
Forwards
 —  —  —  —  —  —  —  — 
Interest rate contracts:
Futures (5) —  —  —  (16) —  —  — 
Swaps 143  —  —  —  (110) —  —  — 
Credit contracts:
Credit default swaps (1) —  —  —  (2) —  —  — 
Currency contracts:
Currency swaps (42) —  —  —  (29) —  —  — 
Currency forwards (1) —  —  —  —  —  —  — 
Total: not designated for hedge accounting 827  —  —  —  3,674  —  —  — 
Embedded derivatives:
SCS, SIO,MSO and IUL indexed features (1,533) —  —  —  (5,965) —  —  — 
Modco payable
 —  —  —  —  —  —  —  — 
Total embedded derivatives (1,533) —  —  —  (5,965) —  —  — 
Total derivative instruments (1)
 $ (714) $ 5  $ 42  $ (65) $ (2,298) $ (1) $ 19  $ (21)
______________
(1)Reported in net derivative gains (losses) in the consolidated statements of income (loss).

.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following table presents a roll-forward of cash flow hedges recognized in AOCI:
Roll-forward of Cash flow hedges in AOCI
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Balance, beginning of period $ (116) $ 13  $ 80  $ (31)
Amount recorded in AOCI
Currency swaps 28  (17) (53) 1 
Interest swaps (17) (7) (45) (23)
Total amount recorded in AOCI 11  (24) (98) (22)
Amount reclassified from (to) income to AOCI
Currency swaps (1) 10  (43) (97) (23)
Interest swaps (1) 8  2  28  24 
Total amount reclassified from (to) income to AOCI
 18  (41) (69) 1 
Balance, end of period (2) $ (87) $ (52) $ (87) $ (52)
______________
(1)    Currency swaps income is reported in Net investment income in the consolidated statements of income (loss). Interest swaps income is reported in net derivative gains (losses) in the consolidated statements of income (loss).
(2)    The Company does not estimate the amount of the deferred losses in AOCI at September 30, 2025, and 2024 which will be released and reclassified into net income (loss) over the next 12 months as the amounts cannot be reasonably estimated.
Equity-Based and Treasury Futures Contracts Margin
All outstanding equity-based and treasury futures contracts as of September 30, 2025 and December 31, 2024 are exchange-traded and net settled daily in cash. As of September 30, 2025 and December 31, 2024, respectively, the Company had open exchange-traded futures positions on: (i) the S&P 500, Nasdaq, Russell 2000 and Emerging Market indices, having initial margin requirements of $820 million and $704 million, (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, having initial margin requirements of $119 million and $99 million, and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200 and EAFE indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, Australian dollar/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $15 million and $11 million.
Collateral Arrangements
The Company generally has executed a CSA under the ISDA Master Agreement it maintains with each of its OTC derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities, U.S. government and government agency securities and investment grade corporate bonds. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. As of September 30, 2025 and December 31, 2024, respectively, the Company held $19.7 billion and $16.9 billion in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. The unrestricted cash collateral is reported in other invested assets. The Company posted collateral of $146 million and $137 million as of September 30, 2025 and December 31, 2024, respectively, in the normal operation of its collateral arrangements. The Company is exposed to losses in the event of non-performance by counterparties to financial derivative transactions with a positive fair value. The Company manages credit risk by: (i) entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties governed by master netting agreements, as applicable; (ii) trading through central clearing and OTC parties; (iii) obtaining collateral, such as cash and securities, when appropriate; and (iv) setting limits on single party credit exposures which are subject to periodic management review.
Substantially all of the Company’s derivative agreements have zero thresholds which require daily full collateralization by the party in a liability position. In addition, certain of the Company’s derivative agreements contain credit-risk related contingent features; if the credit rating of one of the parties to the derivative agreement is to fall below a certain level, the party with positive fair value could request termination at the then fair value or demand immediate full collateralization from the party whose credit rating fell and is in a net liability position.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
As of September 30, 2025 and December 31, 2024, there were no net liability derivative positions with counterparties with credit risk-related contingent features whose credit rating has fallen. All derivatives have been appropriately collateralized by the Company or the counterparty in accordance with the terms of the derivative agreements.
The following tables present information about the Company’s offsetting of financial assets and liabilities and derivative instruments:
Offsetting of Financial Assets and Liabilities and Derivative Instruments
As of September 30, 2025

Gross Amount Recognized Gross Amount Offset in the Balance Sheets Net Amount Presented in the Balance Sheets Gross Amount not Offset in the Balance Sheets (3) Net Amount
(in millions)
Assets:
Derivative assets (1) $ 28,157  $ 21,189  $ 6,968  $ (5,424) $ 1,544 
Secured lending
 77  —  77  —  77 
Other financial assets 1,807  —  1,807  —  1,807 
Other invested assets $ 30,041  $ 21,189  $ 8,852  $ (5,424) $ 3,428 
Liabilities:
Derivative liabilities (2) $ 21,193  $ 21,189  $ 4  $ —  $ 4 
Secured lending
 77  —  77  —  77 
Other financial liabilities 7,081  —  7,081  —  7,081 
Other liabilities $ 28,351  $ 21,189  $ 7,162  $ —  $ 7,162 
______________
(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.
(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)Financial instruments/collateral sent (held).
As of December 31, 2024

Gross Amount Recognized Gross Amount Offset in the Balance Sheets Net Amount Presented in the Balance Sheets Gross Amount not Offset in the Balance Sheets (3) Net Amount
(in millions)
Assets:
Derivative assets (1) $ 21,814  $ 14,924  $ 6,890  $ (6,080) $ 810 
Secured Lending
 137  —  137  —  137 
Other financial assets 1,510  —  1,510  —  1,510 
Other invested assets $ 23,461  $ 14,924  $ 8,537  $ (6,080) $ 2,457 
Liabilities:
Derivative liabilities (2) $ 15,634  $ 14,924  $ 710  $ —  $ 710 
Secured Lending
 137  —  137  —  137 
Other financial liabilities 6,185  —  6,185  —  6,185 
Other liabilities $ 21,956  $ 14,924  $ 7,032  $ —  $ 7,032 
______________
(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.
(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)Financial instruments sent (held).
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
5)    CLOSED BLOCK
As a result of demutualization, the Company’s Closed Block was established in 1992 for the benefit of certain individual participating policies that were in force on that date. Assets, liabilities and earnings of the Closed Block are specifically identified to support its participating policyholders.
Assets allocated to the Closed Block insure solely to the benefit of the Closed Block policyholders and will not revert to the benefit of the Company. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of the Company’s General Account, any of its Separate Accounts or any affiliate of the Company without the approval of the New York State Department of Financial Services (the “NYDFS”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account. For more information on the Closed Block, see Note 6 of the Notes to the Company's consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.
Summarized financial information for the Company’s Closed Block is as follows:
  September 30, 2025 December 31, 2024
(in millions)
Closed Block Liabilities:
Future policy benefits, policyholders’ account balances and other $ 5,035  $ 5,213 
Other liabilities 56  62 
Total Closed Block liabilities 5,091  5,275 
Assets Designated to the Closed Block:
Fixed maturities AFS, at fair value (amortized cost of $2,712 and $2,888) (allowance for credit losses of $0 and $0)
 2,650  2,746 
Mortgage loans on real estate (net of allowance for credit losses of $22 and $21)
 1,431  1,531 
Policy loans 503  523 
Cash and other invested assets 152  17 
Other assets 101  130 
Total assets designated to the Closed Block 4,837  4,947 
Excess of Closed Block liabilities over assets designated to the Closed Block 254  328 
Amounts included in AOCI:
Net unrealized investment gains (losses), net of income tax: $13 and $30
 (49) (112)
Maximum future earnings to be recognized from Closed Block assets and liabilities $ 205  $ 216 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The Company’s Closed Block revenues and expenses were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Revenues:
Premiums and other income $ 23  $ 26  $ 73  $ 81 
Net investment income (loss) 49  51  149  154 
Investment gains (losses), net —  (2) (1) (3)
Total revenues 72  75  221  232 
Benefits and Other Deductions:
Policyholders’ benefits and dividends 60  69  207  210 
Other operating costs and expenses —  —  1  — 
Total benefits and other deductions 60  69  208  210 
Net income (loss), before income taxes 12  6  13  22 
Income tax (expense) benefit (2) (2) (3) (5)
Net income (loss) $ 10  $ 4  $ 10  $ 17 

6)    DAC AND OTHER DEFERRED ASSETS/LIABILITIES
The following table presents a reconciliation of DAC to the consolidated balance sheets:
September 30 December 31
2025 2024
(in millions)
Retirement
GMxB Core
 $ 1,592  $ 1,605 
EQUI-VEST Individual
 153  154 
Investment Edge 261  225 
SCS 2,188  1,938 
EQUI-VEST Group
 781  768 
Momentum 79  83 
Corporate and Other
Term 294  314 
Universal Life
 169  170 
Variable Universal Life
 1,128  1,083 
Indexed Universal Life
 183  186 
GMxB Legacy
 482  517 
Closed Block
 100  107 
Other
 20  20 
Total $ 7,430  $ 7,170 
Annually, or as circumstances warrant, the Company reviews the associated decrements assumptions (i.e., mortality and lapse) based on our multi-year average of companies experience with actuarial judgments to reflect other observable industry trends. In addition to DAC, the unearned revenue liability and sales inducement asset (“SIA”) use similar techniques and quarterly update processes for balance amortization.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Changes in the DAC asset were as follows:
Nine Months Ended September 30, 2025
Retirement
 Corporate and Other Total
GMxB Core EI IE SCS EG Momentum Term UL VUL IUL GMxB Legacy CB (1)
(in millions)
Balance, beginning of period $ 1,605  $ 154  $ 225  $ 1,938  $ 768  $ 83  $ 314  $ 170  $ 1,083  $ 186  $ 517  $ 107  $ 7,150 
Capitalization 104  8  53  495  47  7  7  10  103  8  12  —  854 
Amortization (2)
 (117) (9) (17) (245) (34) (11) (27) (9) (51) (9) (47) (7) (583)
Recovery of acquisition costs (3)
 —  —  —  —  —  —  —  (2) (7) (2) —  —  (11)
Balance, end of period $ 1,592  $ 153  $ 261  $ 2,188  $ 781  $ 79  $ 294  $ 169  $ 1,128  $ 183  $ 482  $ 100  $ 7,410 
______________
(1)“CB” defined as Closed Block.
(2)DAC amortization of $1 million related to Other not reflected in table above.
(3)Related to the RGA Reinsurance Transaction.

Nine Months Ended September 30, 2024
Retirement
 Corporate and Other Total
GMxB Core EI IE SCS EG Momentum Term UL VUL IUL GMxB Legacy
CB (1)
(in millions)
Balance, beginning of period $ 1,602  $ 155  $ 172  $ 1,571  $ 742  $ 82  $ 337  $ 174  $ 987  $ 188  $ 555  $ 116  $ 6,681 
Capitalization 104  9  51  473  49  8  10  6  114  8  19  —  851 
Amortization (2)
 (112) (9) (12) (204) (33) (6) (27) (9) (46) (9) (47) (7) (521)
Balance, end of period $ 1,594  $ 155  $ 211  $ 1,840  $ 758  $ 84  $ 320  $ 171  $ 1,055  $ 187  $ 527  $ 109  $ 7,011 
______________
(1)“CB” defined as Closed Block.
(2)DAC amortization of $4 million related to Other not reflected in table above.
(3)Related to the RGA Reinsurance Transaction.
Changes in the Retirement and Corporate and Other sales inducement assets were as follows:
Nine Months Ended September 30,
2025 2024
Retirement
 Corporate and Other Retirement Corporate and Other
GMxB Core GMxB Legacy GMxB Core GMxB Legacy
(in millions)
Balance, beginning of period $ 117  $ 160  $ 127  $ 179 
Capitalization 2  —  2  — 
Amortization (9) (15) (9) (15)
Balance, end of period $ 110  $ 145  $ 120  $ 164 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Changes in the Corporate and Other unearned revenue liability were as follows:
Nine Months Ended September 30,
2025 2024
UL VUL IUL UL VUL IUL
(in millions)
Balance, beginning of period $ 114  $ 840  $ 250  $ 107  $ 754  $ 210 
Capitalization 10  111  34  12  99  42 
Amortization (6) (41) (12) (6) (36) (11)
Recovery of unearned revenue reserves (3)
 (4) (47) (16) —  —  — 
Balance, end of period $ 114  $ 863  $ 256  $ 113  $ 817  $ 241 
7)    FAIR VALUE DISCLOSURES
U.S. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:
Level 1    Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.
Level 3    Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.
The Company uses unadjusted quoted market prices to measure fair value for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value can neither be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.
Management is responsible for the determination of the value of investments carried at fair value and the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. Specific attributes of the security being valued are also considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Fair Value Measurements as of September 30, 2025

Level 1
Level 2
Level 3
Total
 
(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)
 $ —  $ 41,973  $ 2,291  $ 44,264 
U.S. Treasury, government and agency —  3,780  —  3,780 
States and political subdivisions —  311  —  311 
Foreign governments —  518  —  518 
Residential mortgage-backed (2)
 —  6,511  55  6,566 
Asset-backed (3)
 —  14,521  1,251  15,772 
Commercial mortgage-backed —  4,550  32  4,582 
Redeemable preferred stock —  58  —  58 
Total fixed maturities, AFS —  72,222  3,629  75,851 
Fixed maturities, at fair value using the fair value option —  2,038  378  2,416 
Other equity investments (4) 250  235  15  500 
Trading securities 405  991  199  1,595 
Other invested assets:
Short-term investments —  7  —  7 
Assets of consolidated VIEs/VOEs 43  299  33  375 
Swaps —  (351) —  (351)
Credit default swaps
 —  (9) —  (9)
Futures (1) —  —  (1)
Options —  20,524  —  20,524 
Forwards —  24  —  24 
Total other invested assets 42  20,494  33  20,569 
Cash equivalents 5,036  75  —  5,111 
Segregated securities —  425  —  425 
Purchased market risk benefits —  —  5,415  5,415 
Assets for market risk benefits —  —  762  762 
Modco payable (5)
 —  —  (2) (2)
Separate Accounts assets (6)
 133,823  2,607  —  136,430 
Total Assets $ 139,556  $ 99,087  $ 10,429  $ 249,072 
Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (7)
 $ —  $ 2,302  $ 212  $ 2,514 
SCS, SIO, MSO and IUL indexed features’ liability —  21,303  —  21,303 
Liabilities of consolidated VIEs and VOEs 1  19  —  20 
Liabilities for market risk benefits —  —  10,301  10,301 
Contingent payment arrangements —  —  9  9 
Total Liabilities $ 1  $ 23,624  $ 10,522  $ 34,147 
______________
(1)Corporate fixed maturities includes both public and private issues.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.
(4)Includes short position equity securities of $23 million that are reported in other liabilities.
(5)Represents ceded reserves on NI modco (refer to Note 1). Reflected in Amounts due from reinsurers.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
(6)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of September 30, 2025, the fair value of such investments was $276 million.
(7)Accrued interest payable of $16 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.
Fair Value Measurements as of December 31, 2024
Level 1
Level 2
Level 3
Total
 
(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)
 $ —  $ 46,879  $ 2,419  $ 49,298 
U.S. Treasury, government and agency —  4,288  —  4,288 
States and political subdivisions —  386  —  386 
Foreign governments —  554  —  554 
Residential mortgage-backed (2)
 —  4,383  —  4,383 
Asset-backed (3)
 —  13,467  285  13,752 
Commercial mortgage-backed (2)
 —  3,913  8  3,921 
Redeemable preferred stock —  59  —  59 
Total fixed maturities, AFS —  73,929  2,712  76,641 
Fixed maturities, at fair value using the fair value option —  1,778  275  2,053 
Other equity investments (4)
 319  251  53  623 
Trading securities 433  576  80  1,089 
Other invested assets:

Short-term investments —  36  —  36 
Assets of consolidated VIEs/VOEs 16  137  2  155 
Swaps —  (259) —  (259)
Credit default swaps
 —  2  —  2 
Futures 3  —  —  3 
Options —  16,328  —  16,328 
Forwards —  —  —  — 
Total other invested assets 19  16,244  2  16,265 
Cash equivalents 5,356  45  —  5,401 
Segregated securities 2  498  —  500 
Purchased market risk benefits —  —  7,376  7,376 
Assets for market risk benefits —  —  863  863 
Modco payable (5)
 —  —  —  — 
Separate Accounts assets (6)
 131,714  2,489  —  134,203 
Total Assets $ 137,843  $ 95,810  $ 11,361  $ 245,014 
Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (7)
 $ —  $ 1,933  $ 172  $ 2,105 
SCS, SIO, MSO and IUL indexed features’ liability —  17,212  —  17,212 
Liabilities for market risk benefits
 —  —  11,810  11,810 
Contingent payment arrangements —  —  9  9 
Total Liabilities $ —  $ 19,145  $ 11,991  $ 31,136 
______________
(1)Corporate fixed maturities includes both public and private issues.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
(4)Includes short position equity securities of $20 million that are reported in other liabilities.
(5)Reflected in Amounts due from reinsurers.
(6)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of December 31, 2024, the fair value of such investments was $320 million.
(7)Accrued interest payable of $11 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.

Public Fixed Maturities
The fair values of the Company’s public fixed maturities, including those accounted for using the fair value option, are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs.
Private Fixed Maturities
The fair values of the Company’s private fixed maturities, including those accounted for using the fair value option are determined from prices obtained from independent valuation service providers. Prices not obtained from an independent valuation service provider are determined by using a discounted cash flow model or a market comparable company valuation technique. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model or a market comparable company valuation technique may also incorporate unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.
Notes issued by consolidated VIE’s, at fair value using the fair value option
These notes are based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interests the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2 or 3.
Freestanding Derivative Positions
The net fair value of the Company’s freestanding derivative positions as disclosed in Note 4 of the Notes to these Consolidated Financial Statements are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap curves, and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Level Classifications of the Company’s Financial Instruments
Financial Instruments Classified as Level 1
Investments classified as Level 1 primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and NAV for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less and are carried at cost as a proxy for fair value measurement due to their short-term nature.
Financial Instruments Classified as Level 2
Investments classified as Level 2 are measured at fair value on a recurring basis and primarily include U.S. government and agency securities, certain corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury bills segregated by AB in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)and for which fair values are based on quoted yields in secondary markets.
Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as pre-payment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. The Company’s AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.
Certain Company products, such as the SCS, EQUI-VEST variable annuity products, IUL and the MSO fund available in some life contracts, offer investment options which permit the contract owner to participate in the performance of an index, ETF or commodity price. These investment options, which depending on the product and on the index selected, can currently have one, three, five or six year terms, provide for participation in the performance of specified indices, ETF or commodity price movement up to a segment-specific declared maximum rate. Under certain conditions that vary by product, e.g., holding these segments for the full term, these segments also shield policyholders from some or all negative investment performance associated with these indices, ETF or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are classified as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on data obtained from independent valuation service providers.
Financial Instruments Classified as Level 3
The Company’s investments classified as Level 3 primarily include corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as private fixed maturities and asset-backed securities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification are fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data.
The Company has certain variable annuity contracts with GMDB, GMIB, GIB and GWBL and other features in-force that guarantee one of the following:
•Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);
•Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
•Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;
•Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include either a five year or an annual reset; or
•Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.
The Company also issues certain benefits on its variable annuity products that are accounted for as MRBs carried at fair value and are also considered Level 3 for fair value leveling.
The GMIBNLG feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates applied to the contract’s benefit base if and when the contract account value is depleted and the NLG feature is activated. The optional GMIB feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates.
The GMWB feature allows the policyholder to withdraw at a minimum, over the life of the contract, an amount based on the contract’s benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base. The GMDB feature guarantees that the benefit paid upon death will not be less than a guaranteed benefit base. If the contract’s account value is less than the benefit base at the time a death claim is paid, the amount payable will be equal to the benefit base.
The MRBs’ fair value will be equal to the present value of benefits less the present value of ascribed fees. Considerable judgment is utilized by management in determining the assumptions used in determining present value of benefits and ascribed fees related to lapse rates, withdrawal rates, utilization rates, non-performance risk, volatility rates, annuitization rates and mortality (collectively, the significant MRB assumptions).
Purchased MRB assets, which are accounted for as MRBs carried at fair value are also considered Level 3 for fair value leveling. The purchased MRB asset fair value reflects the present value of reinsurance premiums, net of recoveries, adjusted for risk margins and nonperformance risk over a range of market consistent economic scenarios while the MRB asset and liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins and nonperformance risk, attributable to the MRB asset and liability over a range of market-consistent economic scenarios.
The valuations of the MRBs and purchased MRB assets incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Accounts funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its MRBs and purchased MRB assets after taking into account the effects of collateral arrangements. Incremental adjustment to the risk-free curve for counterparty non-performance risk is made to the fair values of the purchased MRB assets. Risk margins were applied to the non-capital markets inputs to the MRBs and purchased MRB valuations.
After giving consideration to collateral arrangements, the Company reduced the fair value of its purchased MRB asset by $49 million and $382 million as of September 30, 2025 and December 31, 2024, respectively, to recognize incremental counterparty non-performance risk.
The Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2020 by AB. At each reporting date, AB estimates the fair values of the contingent consideration expected to be paid based upon revenue and discount rate projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. The Company’s consolidated VIEs/VOEs hold investments that are classified as Level 3, primarily corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Transfers of Financial Instruments Between Levels 2 and 3
During the nine months ended September 30, 2025, fixed maturities with fair values of $614 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $63 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 42.2% of total equity as of September 30, 2025.
During the nine months ended September 30, 2024, fixed maturities with fair values of $168 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $128 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 6.0% of total equity as of September 30, 2024.
The tables below present reconciliations for all Level 3 assets and liabilities and changes in unrealized gains (losses). Not included below are the changes in balances related to MRBs and purchased MRBs level 3 assets and liabilities, which are included in Note 9 of the Notes to these Consolidated Financial Statements.

Three Months Ended September 30, 2025
Corporate State and Political Subdivisions Asset-backed RMBS CMBS
(in millions)
Balance, beginning of period $ 2,009  $ —  $ 936  $ 31  $ 19 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 1  —  (1) —  — 
Investment gains (losses), net 2  —  —  —  — 
Subtotal 3  —  (1) —  — 
Other comprehensive income (loss) 3  —  6  (1) — 
Purchases 514  —  400  41  17 
Sales (336) —  (35) —  — 
Settlements —  —  —  3  — 
Other
 —  —  —  —  — 
Activity related to consolidated VIEs/VOEs —  —  —  —  — 
Transfers into Level 3 (1) 11  —  —  —  (4)
Transfers out of Level 3 (1) 87  —  (55) (19) — 
Balance, end of period $ 2,291  $ —  $ 1,251  $ 55  $ 32 
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ (1) $ —  $ 7  $ (1) $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values. Negative transfers into level 3 and positive transfers out of level 3 represent transfers in prior quarters that were sold in the current quarter.
(2)For instruments held as of September 30, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30, 2025
Fixed maturities, at FVO Other Equity Investments (3) Trading Securities, at Fair Value
Modco Payable
 Notes issued by consolidated VIE’s Contingent Payment Arrangement
(in millions)
Balance, beginning of period $ 410  $ 13  $ 127  $ —  $ (158) $ (8)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 2  1  —  —  —  — 
Investment gains (losses), net —  —  —  —  —  — 
Subtotal 2  1  —  —  —  — 
Other comprehensive income (loss) —  —  —  —  —  — 
Purchases 52  3  72  —  —  — 
Debt issuances —  —  —  —  (57) — 
Sales (27) (3) —  —  —  — 
Settlements —  —  —  —  3  (1)
Change in fair value of Modco payable
 —  —  —  (2) —  — 
Other
 —  —  —  —  —  — 
Activity related to consolidated VIEs/VOEs —  32  —  —  —  — 
Transfers into Level 3 (1) (49) 2  —  —  —  — 
Transfers out of Level 3 (1) (10) —  —  —  —  — 
Balance, end of period $ 378  $ 48  $ 199  $ (2) $ (212) $ (9)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ 3  $ 1  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ —  $ —  $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values. Negative transfers into level 3 and positive transfers out of level 3 represent transfers in prior quarters that were sold in the current quarter.
(2)For instruments held as of September 30, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
(3)Other Equity Investments include other invested assets.


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30, 2024
Corporate (3)
 State and Political Subdivisions
Asset-backed (3)
 RMBS CMBS
(in millions)
Balance, beginning of period $ 2,395  $ —  $ 179  $ —  $ 7 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 2  —  —  —  — 
Investment gains (losses), net (1) —  —  —  — 
Subtotal 1  —  —  —  — 
Other comprehensive income (loss) 35  —  1  —  1 
Purchases 309  —  22  —  — 
Sales (365) —  (8) —  — 
Settlements —  —  —  —  — 
Other —  —  —  —  — 
Activity related to consolidated VIEs/VOEs —  —  —  —  — 
Transfers into Level 3 (1) (30) —  —  —  — 
Transfers out of Level 3 (1) (27) —  —  —  — 
Balance, end of period $ 2,318  $ —  $ 194  $ —  $ 8 
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ 34  $ —  $ 2  $ —  $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values. Negative transfers into level 3 and positive transfers out of level 3 represent transfers in prior quarters that were sold in the current quarter.
(2)For instruments held as of September 30, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
(3)Prior periods amounts have been revised to improve comparability.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30, 2024
Fixed maturities, at FVO Other Equity Investments (3) Trading Securities, at Fair Value
Modco payable
 Separate Accounts Assets Contingent Payment Arrangement
(in millions)
Balance, beginning of period $ 224  $ 59  $ 57  $ —  $ —  $ (255)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 2  1  —  —  —  — 
Investment gains (losses), net 1  —  1  —  —  — 
Subtotal 3  1  1  —  —  — 
Other comprehensive income (loss) —  —  —  —  —  — 
Purchases 114  (4) —  —  —  — 
Sales (53) 1  —  —  —  — 
Settlements —  —  —  —  —  — 
Change in fair value of modco payable
 —  —  —  —  —  — 
Other —  —  —  —  126 
Activity related to consolidated VIEs/VOEs —  (1) —  —  —  — 
Transfers into Level 3 (1) 22  —  —  —  —  — 
Transfers out of Level 3 (1) 2  —  —  —  —  — 
Balance, end of period $ 312  $ 56  $ 58  $ —  $ —  $ (129)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ 20  $ 1  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ —  $ —  $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values. Negative transfers into level 3 and positive transfers out of level 3 represent transfers in prior quarters that were sold in the current quarter.
(2)For instruments held as of September 30, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
(3)Other Equity Investments include other invested assets.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30, 2025
Corporate State and Political Subdivisions Asset-backed RMBS CMBS
(in millions)
Balance, beginning of period $ 2,419  $ —  $ 285  $ —  $ 8 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 4  —  (1) —  — 
Investment gains (losses), net (1) —  —  —  — 
Subtotal 3  —  (1) —  — 
Other comprehensive income (loss) 30  —  12  —  1 
Purchases 938  —  1,184  55  28 
Debt issuances
 —  —  —  — 
Sales (726) —  (168) —  (5)
Settlements —  —  —  —  — 
Other —  —  —  —  — 
Activity related to consolidated VIEs/VOEs —  —  —  —  — 
Transfers into Level 3 (1) 13  —  —  —  — 
Transfers out of Level 3 (1) (386) —  (61) —  — 
Balance, end of period $ 2,291  $ —  $ 1,251  $ 55  $ 32 
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ 21  $ —  $ 10  $ —  $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
(2)For instruments held as of September 30, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30, 2025
Fixed maturities, at FVO Other Equity Investments (1) Trading Securities, at Fair Value
Modco Payable
 Notes issued by consolidated VIE’s Contingent Payment Arrangement
(in millions)
Balance, beginning of period $ 275  $ 55  $ 80  $ —  $ (172) $ (9)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 3  2  —  —  —  — 
Investment gains (losses), net (4) —  —  —  —  — 
Subtotal (1) 2  —  —  — 
Other comprehensive income (loss) —  —  —  —  —  — 
Purchases
 251  17  119  —  —  — 
Debt issuances
 —  —  —  —  (60) — 
Sales (68) (19) —  —  —  — 
Settlements —  —  —  —  20  — 
Change in fair value of modco payable
 —  —  —  (2) —  — 
Other
 —  —  —  —  —  — 
Activity related to consolidated VIEs/VOEs —  31  —  —  —  — 
Transfers into Level 3 (2)
 46  4  —  —  —  — 
Transfers out of Level 3 (2)
 (125) (42) —  —  —  — 
Balance, end of period $ 378  $ 48  $ 199  $ (2) $ (212) $ (9)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3)
 $ 2  $ 2  $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3)
 $ —  $ —  $ —  $ —  $ —  $ — 
______________
(1)Other Equity Investments include other invested assets.
(2)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
(3)For instruments held as of September 30, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30, 2024
Corporate (3)
 State and Political Subdivisions
Asset-backed (3)
 CMBS
(in millions)
Balance, beginning of period $ 2,089  $ —  $ 143  $ 7 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 6  —  —  — 
Investment gains (losses), net (3) —  —  — 
Subtotal 3  —  —  — 
Other comprehensive income (loss) 46  —  2  1 
Purchases 1,040  —  94  — 
Sales (786) —  (31) — 
Settlements —  —  —  — 
Other —  —  —  — 
Activity related to consolidated VIEs/VOEs —  —  —  — 
Transfers into Level 3 (1) —  —  —  — 
Transfers out of Level 3 (1) (74) —  (14) — 
Balance, end of period $ 2,318  $ —  $ 194  $ 8 
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2) $ —  $ —  $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2) $ 44  $ —  $ 2  $ — 
______________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
(2)For instruments held as of September 30, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.
(3)Prior periods amounts have been revised to improve comparability.


Nine Months Ended September 30, 2024
Fixed maturities, at FVO
Other
Equity Investments (1)
 Trading Securities, at Fair Value Modco Payable Contingent Payment Arrangement
(in millions)
Balance, beginning of period $ 181  $ 57  $ 61  $ —  $ (253)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 6  2  —  —  — 
Investment gains (losses), net 1  —  (3) —  — 
Subtotal 7  2  (3) —  — 
Other comprehensive income (loss) —  —  —  —  — 
Purchases 161  —  —  —  — 
Sales (86) (2) —  —  — 
Settlements —  —  —  —  3 
Change in fair value of modco payable
 —  —  —  —  — 
Other —  —  —  —  121 
Activity related to consolidated VIEs/VOEs —  (1) —  —  — 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30, 2024
Fixed maturities, at FVO
Other
Equity Investments (1)
 Trading Securities, at Fair Value Modco Payable Contingent Payment Arrangement
(in millions)
Transfers into Level 3 (2)
 101  —  —  —  — 
Transfers out of Level 3 (2)
 (52) —  —  —  — 
Balance, end of period $ 312  $ 56  $ 58  $ —  $ (129)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3)
 $ 20  $ 2  $ (4) $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3)
 $ 31  $ —  $ —  $ —  $ — 
_____________
(1)Other Equity Investments include other invested assets.
(2)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
(3)For instruments held as of September 30, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Quantitative and Qualitative Information about Level 3 Fair Value Measurements
The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities:
Quantitative Information about Level 3 Fair Value Measurements as of September 30, 2025

Fair
Value
Valuation
Technique
Significant
Unobservable Input
Range
Weighted Average (2)
  (Dollars in millions)
Assets:
Investments:
Fixed maturities, AFS:
Corporate 1,184  Market comparable 
companies
EBITDA multiples
Discount rate
Cash flow multiples
Loan to value
4.9x - 35.0x
7.8% - 19.7%
2.3x - 18.5x
3.2% - 52.5%
13.4x
4.2%
6.4x
12.2%
Trading securities, at fair value (5)
 75  Discounted cash flow
Earnings multiple
Discount factor
Discount years
8.6x
10.0%
7
81  Market comparable 
companies
EBITDA Multiples
Cashflow Multiples
8.5x - 31.3x
4.3x - 14.5x
15.4x
7.8x
Purchased MRB asset (1) (2) (4) 5,415  Discounted cash flow
Lapse rates
Withdrawal rates
GMIB Utilization rates
Non-performance risk
Volatility rates - Equity
Mortality: Ages 0-40
Ages 41-60
Ages 61-115
0.04%-13.67%
0.12%-6.51%
0.04%-63.69%
5 bps - 86 bps
13%-31%
0.01%-0.17%
0.06%-0.51%
0.31%-40.40%
2.32%
0.63%
6.83%
8 bps
23%
3.38%
(same for all ages)
(same for all ages)
Liabilities:
AB Contingent consideration payable $ 9  Discounted cash flow
Expected revenue growth rates
Discount rate
2.0% - 13.3%
1.9% - 1.9%
6.8%
1.9%
Direct MRB (1) (2) (3) (4) 9,539  Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Annuitization rates
Mortality: Ages 0-40
Ages 41-60
Ages 61-115
81 bps
0.04%-38.09%
0.00%-8.00%
0.04%-100.00%
0.01%-0.17%
0.06%-0.51%
0.31%-40.40%
81 bps
4.07%
0.75%
5.22%
2.93%
(same for all ages)
(same for all ages)
______________
(1)Mortality rates vary by age and demographic characteristic such as gender. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.
(2)Lapses and pro-rata withdrawal rates were developed as a function of the policy account value. Dollar for dollar withdrawal rates were developed as a function of the dollar for dollar threshold, the dollar for dollar limit. Utilization rates were developed as a function of the benefit base.
(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $10.3 billion of MRB liabilities and $762 million of MRB assets.
(4)Includes Legacy and Core products.
(5)Certain newly acquired Level 3 Trading securities are not presented as cost basis approximates fair value as of September 30, 2025.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Quantitative Information about Level 3 Fair Value Measurements as of December 31, 2024
Fair
Value
Valuation
Technique
Significant
Unobservable Input
Range
 Weighted Average (2)
  (Dollars in millions)
Assets:
Investments:
Fixed maturities, AFS:
Corporate $ 402  Matrix pricing model
Spread over benchmark
70 bps - 220 bps
 153 bps
981  Market comparable companies
EBITDA multiples
 Discount rate
 Cash flow multiples
Loan to value
4.7x - 36.5x
8.4% - 34.9%
1.8x-11.8x
0.0%-56.4%
12.2x
3.9%
4.5x
15.0%
Trading securities, at fair value (5) 75  Discounted cash flow
Earnings multiple
Discounts factor
Discount years
8.6x
10.0%
7
1  Market comparable companies
Cashflow Multiples
8.4x - 8.4x
8.4x
Purchased MRB asset (1) (2) (4) 7,376  Discounted cash flow
Lapse rates
Withdrawal rates
GMIB Utilization rates
Non-performance risk
Volatility rates - Equity
Mortality: Ages 0-40
Ages 41-60
Ages 61-115
0.24% - 13.05%
0.06% - 11.65%
0.04% - 66.70%
33 bps - 93 bps
12% - 29%
0.01% - 0.17%
0.06% - 0.52%
0.32% - 41.20%
2.17%
0.48%
6.75%
34 bps
23%
3.36%
(same for all ages)
(same for all ages)
Liabilities:
AB Contingent consideration payable $ 9  Discounted cash flow
Expected revenue growth rates
Discount rate
2.0% - 29.3%
1.9% - 10.4%
5.5%
7.3%
Direct MRB (1) (2) (3) (4) 10,947  Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Annuitization rates
Mortality: Ages 0-40
Ages 41-60
Ages 61-115
94 bps
0.24% - 36.18%
0.00% - 11.65%
0.04% - 100.00%
0.01% - 0.17%
0.06% - 0.52%
0.32% - 41.20%
94 bps
3.57%
0.58%
5.15%
3.00%
(same for all ages)
(same for all ages)
______________
(1)Mortality rates vary by age and demographic characteristic such as gender and benefits elected with the policy. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.
(2)Lapses and pro-rata withdrawal rates were developed as a function of the policy account value. Dollar for dollar withdrawal rates were developed as a function of the dollar for dollar threshold, the dollar for dollar limit. Utilization rates were developed as a function of the benefit base.
(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $11.8 billion of MRB liabilities and $863 million of MRB assets.
(4)Includes Legacy and Core products.
(5)Certain newly acquired Level 3 Trading securities are not presented as cost basis approximates fair value as of December 31, 2024.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Level 3 Financial Instruments for which Quantitative Inputs are Not Available
Certain Privately Placed Debt Securities with Limited Trading Activity
Excluded from the tables above as of September 30, 2025 and December 31, 2024, respectively, are approximately $2.9 billion and $1.7 billion of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. These investments primarily consist of certain privately placed debt securities with limited trading activity, including residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company reporting significantly higher or lower fair value measurements for these Level 3 investments.
•The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique. The significant unobservable input to the matrix pricing model valuation technique is the spread over the industry-specific benchmark yield curve. Generally, an increase or decrease in spreads would lead to directionally inverse movement in the fair value measurements of these securities. The significant unobservable input to the market comparable company valuation technique is the discount rate. Generally, a significant increase (decrease) in the discount rate would result in significantly lower (higher) fair value measurements of these securities.
•Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above as of September 30, 2025 and December 31, 2024, there were no Level 3 securities that were determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurements of these securities.
•Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit risk transfer securities, and equipment financings. Included in the tables above as of September 30, 2025 and December 31, 2024, there were no securities that were determined by the application of matrix-pricing for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Significant increases (decreases) in spreads would have resulted in significantly lower (higher) fair value measurements.
Other Equity Investments
Included in other equity investments classified as Level 3 are venture capital securities in the Technology, Media and Telecommunications industries. The fair value measurements of these securities include significant unobservable inputs including an enterprise value to revenue multiples and a discount rate to account for liquidity and various risk factors. Significant increases (decreases) in the enterprise value to revenue multiple inputs in isolation would have resulted in a significantly higher (lower) fair value measurement. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement.
Market Risk Benefits
Significant unobservable inputs with respect to the fair value measurement of the purchased MRB assets and MRB liabilities identified in the table above are developed using Company data. Future policyholder behavior is an unobservable market assumption and, as such, all aspects of policyholder behavior are derived based on recent historical experience. These policyholder behaviors include lapses, pro-rata withdrawals, dollar for dollar withdrawals, GMIB utilization, deferred mortality and payout phase mortality. Many of these policyholder behaviors have dynamic adjustment factors based on the relative value of the rider as compared to the account value in different economic environments. This applies to all variable annuity related products; products with GMxB riders including but not limited to GMIB, GMDB, and GWL.
Lapse rates are adjusted at the contract level based on a comparison of the value of the GMxB rider and the current policyholder account value, which include other factors such as considering surrender charges. Generally, lapse rates are assumed to be lower in periods when a surrender charge applies. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as in-the-money contracts are less likely to lapse. For valuing purchased MRB assets and MRB liabilities, lapse rates vary throughout the period over which cash flows are projected.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Carrying Value of Financial Instruments Not Otherwise Disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements
The carrying values and fair values for financial instruments not otherwise disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements were as follows:
Carrying Values and Fair Values for Financial Instruments Not Otherwise Disclosed

 
Carrying
Value
Fair Value
 
Level 1
Level 2
Level 3
Total
(in millions)
September 30, 2025:
Mortgage loans on real estate $ 22,150  $ —  $ —  $ 21,283  $ 21,283 
Policy loans $ 1,855  $ —  $ —  $ 1,951  $ 1,951 
Policyholders’ liabilities: Investment contracts $ 2,787  $ —  $ —  $ 2,762  $ 2,762 
Modco payable (1)
 $ 310  $ —  $ —  $ 310  $ 310 
FHLB funding agreements $ 7,081  $ —  $ 7,035  $ —  $ 7,035 
FABN funding agreements $ 9,746  $ —  $ 9,614  $ —  $ 9,614 
Funding agreement-backed commercial paper (FABCP) $ 1,040  $ —  $ 1,066  $ —  $ 1,066 
Long-term debt $ 3,833  $ —  $ 3,847  $ —  $ 3,847 
Separate Accounts liabilities $ 12,634  $ —  $ —  $ 12,634  $ 12,634 
December 31, 2024:
Mortgage loans on real estate $ 20,072  $ —  $ —  $ 18,567  $ 18,567 
Policy loans $ 4,330  $ —  $ —  $ 4,559  $ 4,559 
Policyholders’ liabilities: Investment contracts $ 2,046  $ —  $ —  $ 1,996  $ 1,996 
Modco payable (1)
 $ —  $ —  $ —  $ —  $ — 
FHLB funding agreements $ 7,167  $ —  $ 7,113  $ —  $ 7,113 
FABN funding agreements $ 5,725  $ —  $ 5,481  $ —  $ 5,481 
Funding agreement-backed commercial paper (FABCP) $ 74  $ —  $ 75  $ —  $ 75 
Long-term debt $ 3,833  $ —  $ 3,722  $ —  $ 3,722 
Separate Accounts liabilities $ 12,055  $ —  $ —  $ 12,055  $ 12,055 
______________
(1)Modco payable is reported in Amounts due from reinsurers in the consolidated balance sheets.

Mortgage Loans on Real Estate
Fair values for commercial, agricultural and residential mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived based on the appropriate U.S. Treasury rate with a like term to the remaining term of the loan to which a spread reflective of the risk premium associated with the specific loan is added. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.
Policy Loans
The fair value of policy loans is calculated by discounting expected cash flows based upon the U.S. Treasury yield curve and historical loan repayment patterns.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Policyholder Liabilities - Investment Contracts and Separate Accounts Liabilities
The fair values for deferred annuities and certain annuities, which are included in policyholders’ account balances, and liabilities for investment contracts with fund investments in Separate Accounts, are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as the Company’s association plans contracts, supplementary contracts not involving life contingencies, Access Accounts and Escrow Shield Plus product reserves are held at book value.
FHLB Funding Agreements
The fair values of Equitable Financial and Equitable America’s FHLB long term funding agreements’ fair values are determined based on indicative market rates published by the FHLB, provided to AB and modeled for each note’s FMV. FHLB short-term funding agreements’ fair values are reflective of notional/par value plus accrued interest.
FABN Funding Agreements
The fair values of Equitable Financial and Equitable America’s FABN funding agreements are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.
FABCP Funding Agreements
The fair value of Equitable Financial’s FABCP funding agreements are reflective of the notional/par value outstanding.
Short-term Debt
The Company’s short-term debt primarily includes long-term debt that has been reclassified to short-term due to an upcoming maturity date within one year. The fair values for the Company’s short-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.
Long-term Debt
The fair values for the Company’s long-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.
Financial Instruments Exempt from Fair Value Disclosure or Otherwise Not Required to be Disclosed
Exempt from Fair Value Disclosure Requirements
Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts, limited partnerships accounted for under the equity method and pension and other postretirement obligations.
Otherwise Not Required to be Included in the Table Above
The Company’s investment in COLI policies are recorded at their cash surrender value and therefore are not required to be included in the table above. See Note 2 of the Notes to these Consolidated Financial Statements for further description of the Company’s accounting policy related to its investment in COLI policies.
8)    LIABILITIES FOR FUTURE POLICYHOLDER BENEFITS
The following table reconciles the net liability for future policy benefits and liability of death benefits to the liability for future policy benefits in the consolidated balance sheets:
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
September 30, 2025 December 31, 2024
(in millions)
Reconciliation
Term $ 1,263  $ 1,285 
Payout
 5,119  5,050 
Group Pension - Benefit Reserve & DPL 442  460 
Health 1,336  1,362 
UL 1,309  1,246 
Subtotal 9,469  9,403 
  Whole Life Closed Block and Open Block products 5,028  5,204 
Other (1) 928  901 
Future policyholder benefits total 15,425  15,508 
  Other policyholder funds and dividends payable 2,186  2,105 
Total $ 17,611  $ 17,613 
_____________
(1)Primarily consists of future policy benefits related to Protective Life and Annuity, Assumed Life and Disability, Group Life Run off, Variable Interest Sensitive Life rider and EB.
The following table summarizes balances and changes in the liability for future policy benefits for nonparticipating traditional and limited pay contracts:
Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Retirement
 Corporate & Other
Retirement
 Corporate & Other
Payout Term Group Pension Health Payout Term Group Pension Health
(in millions)
Present Value of Expected Net Premiums
Balance, beginning of period $ —  $ 1,932  $ —  $ (25) $ —  $ 2,133  $ —  $ (21)
Beginning balance at original discount rate —  1,959  —  (26) —  2,058  —  (22)
Effect of changes in cash flow assumptions —  (30) —  —  —  21  —  (3)
Effect of actual variances from expected experience —  (68) —  (2) —  (79) —  (5)
Adjusted beginning of period balance —  1,861  —  (28) —  2,000  —  (30)
Issuances —  28  —  —  —  40  —  — 
Interest accrual —  69  —  (1) —  73  —  (1)
Net premiums collected —  (131) —  4  —  (139) —  3 
Ending Balance at original discount rate —  1,827  —  (25) —  1,974  —  (28)
Effect of changes in discount rate assumptions —  28  —  1  —  79  —  1 
Balance, end of period $ —  $ 1,855  $ —  $ (24) $ —  $ 2,053  $ —  $ (27)
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Retirement
 Corporate & Other
Retirement
 Corporate & Other
Payout Term Group Pension Health Payout Term Group Pension Health
(in millions)
Present Value of Expected Future Policy Benefits
Balance, beginning of period $ 5,050  $ 3,216  $ 460  $ 1,337  $ 4,464  $ 3,480  $ 490  $ 1,484 
Beginning balance of original discount rate 5,390  3,215  514  1,555  4,680  3,330  536  1,672 
Effect of changes in cash flow assumptions (1)
 (459) (46) —  —  —  39  —  — 
Effect of actual variances from expected experience (3) (88) 1  (4) (1) (101) 2  (12)
Adjusted beginning of period balance 4,928  3,081  515  1,551  4,679  3,268  538  1,660 
Issuances 579  30  —  —  765  43  21  — 
Interest accrual 146  117  13  38  131  123  14  41 
Benefits payments (376) (196) (46) (111) (342) (182) (47) (122)
Ending Balance at original discount rate 5,277  3,032  482  1,478  5,233  3,252  526  1,579 
Effect of changes in discount rate assumptions (158) 85  (40) (166) (130) 167  (39) (158)
Balance, end of period $ 5,119  $ 3,117  $ 442  $ 1,312  $ 5,103  $ 3,419  $ 487  $ 1,421 
Impact of flooring LFPB at zero —  1  —  —  —  1  —  — 
Net liability for future policy benefits 5,119  1,263  442  1,336  5,103  1,367  487  1,448 
Less: Reinsurance recoverable (1,113) (943) —  (1,042) (1,299) 3  —  (1,136)
Net liability for future policy benefits, after reinsurance recoverable $ 4,006  $ 320  $ 442  $ 294  $ 3,804  $ 1,370  $ 487  $ 312 
Weighted-average duration of liability for future policyholder benefits (years) 7.5 6.8 6.8 8.2 7.8 6.8 7.0 8.5
______________
(1)Includes the net income impact due to novation that occurred during the first quarter of 2025 as described in Note 1.

The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses related to nonparticipating traditional and limited payment contracts:
September 30, 2025 December 31, 2024
(in millions)
Term
Expected future benefit payments and expenses (undiscounted) $ 5,294  $ 5,613 
Expected future gross premiums (undiscounted)
 6,333  6,597 
Expected future benefit payments and expenses (discounted; AOCI basis) 3,117  3,216 
Expected future gross premiums (discounted; AOCI basis) 3,485  3,507 
Payout
Expected future benefit payments and expenses (undiscounted) 7,503  7,686 
Expected future gross premiums (undiscounted)
 —  — 
Expected future benefit payments and expenses (discounted; AOCI basis) 4,999  4,938 
Expected future gross premiums (discounted; AOCI basis) —  — 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
September 30, 2025 December 31, 2024
(in millions)
Group Pension
Expected future benefit payments and expenses (undiscounted) 591  630 
Expected future gross premiums (undiscounted)
 —  — 
Expected future benefit payments and expenses (discounted; AOCI basis) 422  436 
Expected future gross premiums (discounted; AOCI basis) —  — 
Health
Expected future benefit payments and expenses (undiscounted) 2,021  2,139 
Expected future gross premiums (undiscounted)
 63  70 
Expected future benefit payments and expenses (discounted; AOCI basis) 1,299  1,323 
Expected future gross premiums (discounted; AOCI basis) $ 50  $ 55 

The table below summarizes the revenue and interest related to nonparticipating traditional and limited payment contracts:
Nine Months Ended September 30,
2025 2024 2025 2024
Gross Premium Interest Accretion
(in millions)
Revenue and Interest Accretion
Term $ 238  $ 254  $ 48  $ 50 
Payout
 164  201  158  153 
Group Pension —  —  13  13 
Health 8  9  39  41 
Total $ 410  $ 464  $ 258  $ 257 

The following table provides the weighted average interest rates for the liability for future policy benefits:
September 30, 2025 December 31, 2024
Weighted Average Interest Rate
Term
Interest accretion rate 5.6  % 5.6  %
Current discount rate 4.9  % 5.2  %
Payout
Interest accretion rate 4.5  % 4.4  %
Current discount rate 4.9  % 5.3  %
Group Pension
Interest accretion rate 3.4  % 3.4  %
Current discount rate 4.8  % 5.2  %
Health
Interest accretion rate 3.4  % 3.4  %
Current discount rate 5.0  % 5.4  %
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following table provides the balance, changes in and the weighted average durations of the additional insurance liabilities:
Nine Months Ended September 30,
2025 2024
Corporate and Other
UL
(in millions)
Balance, beginning of period $ 1,246  $ 1,208 
Beginning balance before AOCI adjustments 1,302  1,245 
Effect of changes in interest rate & cash flow assumptions and model changes 5  — 
Effect of actual variances from expected experience 62  (1)
Adjusted beginning of period balance 1,369  1,244 
Interest accrual 44  42 
Net assessments collected (9) 53 
Benefit payments (78) (44)
Ending balance before shadow reserve adjustments 1,326  1,295 
Effect of reserve adjustment recorded in AOCI (17) (39)
Balance, end of period $ 1,309  $ 1,256 
Net liability for additional liability $ 1,309  $ 1,256 
Less: Reinsurance recoverable (1,089) — 
Net liability for additional liability, after reinsurance recoverable $ 220  $ 1,256 
Weighted-average duration of additional liability - death benefit (years) 18.6 19.7

The following tables provide the revenue, interest and weighted average interest rates, related to the additional insurance liabilities:
Nine Months Ended September 30,
2025 2024 2025 2024
Assessments Interest Accretion
(in millions)
Revenue and Interest Accretion
UL $ 227  $ 499  $ 44  $ 41 
Total $ 227  $ 499  $ 44  $ 41 

Nine Months Ended September 30,
2025 2024
Weighted Average Interest Rate
UL 4.5  % 4.5  %
Interest accretion rate 4.5  % 4.5  %
The discount rate used for additional insurance liabilities reserve is based on the crediting rate at issue.
9)    MARKET RISK BENEFITS
The following table presents the balances and changes to the balances for MRBs for the GMxB benefits on deferred variable annuities:
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30,
2025 2024
Retirement
Corporate and Other
Retirement
Corporate and Other
GMxB Core GMxB Legacy Legacy Purchased MRB Net Legacy GMxB Core GMxB Legacy
Legacy Purchased MRB
Net Legacy
(in millions)
Balance, beginning of period $ 653  $ 8,812  $ (5,541) $ 3,271  $ 412  $ 11,432  $ (7,998) $ 3,434 
Balance BOP before changes in the instrument specific credit risk 385  8,486  (5,531) 2,955  118  10,886  (7,976) 2,910 
Model changes and effect of changes in cash flow assumptions
 45  59  (57) 2  88  (58) (19) (77)
Actual market movement effect (200) (528) 235  (293) (195) (596) 301  (295)
Interest accrual 14  84  (52) 32  13  142  (104) 38 
Attributed fees accrued (1)
 101  161  (43) 118  99  201  (63) 138 
Benefit payments (10) (255) 120  (135) (9) (301) 174  (127)
Actual policyholder behavior different from expected behavior 3  8  (6) 2  10  (9) (2) (11)
Changes in future economic assumptions 9  138  (82) 56  164  1,098  (771) 327 
Issuances —  —  —  —  —  —  —  — 
Balance EOP before changes in the instrument-specific credit risk 347  8,153  (5,416) 2,737  288  11,363  (8,460) 2,903 
Changes in the instrument-specific credit risk (2)
 401  678  3  681  279  541  (28) 513 
Balance, end of period $ 748  $ 8,831  $ (5,413) $ 3,418  $ 567  $ 11,904  $ (8,488) $ 3,416 
Weighted-average age of policyholders (years) 66.1 74.1 73.6 N/A 65.1 73.5 73.0 N/A
Net amount at risk $ 2,806  $ 15,028  $ 6,756  N/A $ 2,606  $ 18,977  $ 10,159  N/A
______________
(1)Attributed fees accrued represents the portion of the fees needed to fund future GMxB claims.
(2)Changes are recorded in OCI except for reinsurer credit which is reflected in the consolidated income statement.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Nine Months Ended September 30,
2025 2024
Retirement
Corporate and Other
Retirement
Corporate and Other
GMxB Core GMxB Legacy
Legacy Purchased MRB (3)
 Net Legacy GMxB Core GMxB Legacy
Legacy Purchased MRB (3)
 Net Legacy
(in millions)
Balance, beginning of period $ 496  $ 10,508  $ (7,372) $ 3,136  $ 597  $ 13,425  $ (9,448) $ 3,977 
Balance BOP before changes in the instrument specific credit risk 163  9,735  (7,368) 2,367  319  13,023  (9,409) 3,614 
Model changes and effect of changes in cash flow assumptions (4)
 38  (1,277) 1,803  526  88  (58) 150  92 
Actual market movement effect (302) (799) 383  (416) (358) (1,343) 698  (645)
Interest accrual 39  286  (174) 112  44  455  (328) 127 
Attributed fees accrued (1) 304  487  (142) 345  305  599  (199) 400 
Benefit payments (33) (820) 377  (443) (31) (933) 505  (428)
Actual policyholder behavior different from expected behavior 23  50  (20) 30  24  (32) (3) (35)
Changes in future economic assumptions 114  491  (275) 216  (101) (348) 126  (222)
Issuances 1  —  —  —  (2) —  —  — 
Balance EOP before changes in the instrument-specific credit risk 347  8,153  (5,416) 2,737  288  11,363  (8,460) 2,903 
Changes in the instrument-specific credit risk (2) 401  678  3  681  279  541  (28) 513 
Balance, end of period $ 748  $ 8,831  $ (5,413) $ 3,418  $ 567  $ 11,904  $ (8,488) $ 3,416 
Weighted-average age of policyholders (years) 66.1 74.1 73.6 N/A 65.1 73.5 73.0 N/A
Net amount at risk
 $ 2,806  $ 15,028  $ 6,756  N/A $ 2,606  $ 18,977  $ 10,159  N/A
_____________
(1)Attributed fees accrued represents the portion of the fees needed to fund future GMxB claims.
(2)Changes are recorded in OCI except for reinsurer credit which is reflected in the consolidated income statement.
(3)Purchased MRB is the impact of non-affiliated reinsurance.
(4)Includes the net income impact of the novation, as described in Note 1, in the first quarter of 2025 and the impact primarily of a non-affiliated recapture of reinsurance completed in the first quarter of 2024.

The following table reconciles MRBs by the amounts in an asset position and amounts in a liability position to the MRB amounts in the consolidated balance sheets:
September 30, 2025 December 31, 2024
Direct Asset Direct Liability Net Direct MRB Purchased MRB Total Direct Asset Direct Liability Net Direct MRB Purchased MRB Total
(in millions)
Retirement
GMxB Core $ (448) $ 1,196  $ 748  $ —  $ 748  $ (514) $ 1,010  $ 496  $ —  $ 496 
Corporate and Other
GMxB Legacy (190) 9,021  8,831  (5,413) 3,418  (230) 10,738  10,508  (7,372) 3,136 
Other (1) (124) 84  (40) (2) (42) (119) 62  (57) (4) (61)
Total $ (762) $ 10,301  $ 9,539  $ (5,415) $ 4,124  $ (863) $ 11,810  $ 10,947  $ (7,376) $ 3,571 
______________
(1)Other primarily includes SCS.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
10)     POLICYHOLDER ACCOUNT BALANCES
The following table reconciles the policyholders account balances to the policyholders’ account balance liability in the consolidated balance sheets:

September 30, 2025 December 31, 2024
(in millions)
Policyholders’ account balance reconciliation
Retirement
SCS $ 77,232  $ 65,267 
EQUI-VEST Individual 1,887  2,037 
EQUI-VEST Group 11,076  11,158 
Momentum 504  527 
GMxB Core (37) (4)
Corporate and Other
Universal Life 4,950  5,065 
Variable Universal Life 5,115  4,982 
GMxB Legacy 232  226 
Other (1)
10,715  8,658 
Balance (exclusive of Funding Agreements) 111,674  97,916 
Funding Agreements
 17,887  13,013 
Balance, end of period $ 129,561  $ 110,929 
_____________
(1)Primarily reflects products Retirement Payout, Retirement Other, Indexed Universal Life, Investment Edge, Group Pension and Closed Block.
.
The following table summarizes the balances and changes in policyholder’s account balances:
Nine Months Ended September 30, 2025
Retirement
 Corporate and Other

GMxB Core SCS (1) EQUI-VEST Individual EQUI-VEST Group Momentum Universal Life Variable Universal Life GMxB Legacy
(Dollars in millions)
Balance, beginning of period $ (4) $ 65,267  $ 2,037  $ 11,158  $ 527  $ 5,065  $ 4,982  $ 226 
Premiums received 133  11  29  451  39  444  90  6 
Policy charges 2  (40) —  (4) —  (499) (206) 10 
Surrenders and withdrawals (21) (4,049) (186) (1,068) (83) (62) (4) (46)
Benefit payments (1) (280) (49) (52) (2) (160) (101) (13)
Net transfers from (to) separate account (152) 10,146  13  327  14  —  186  7 
Interest credited (2) 6  6,177  43  264  9  162  168  9 
Other (4)
 —  —  —  —  —  —  —  33 
Balance, end of period $ (37) $ 77,232  $ 1,887  $ 11,076  $ 504  $ 4,950  $ 5,115  $ 232 
Weighted-average crediting rate 1.96% N/A 3.00% 2.75% 2.46% 3.83% 3.67% 2.78%
Net amount at risk (3) $ 2,806  $ —  $ 97  $ 7  $ —  $ 31,652  $ 117,340  $ 15,028 
Cash surrender value $ 194  $ 73,998  $ 1,881  $ 11,030  $ 505  $ 3,310  $ 3,198  $ 439 
______________
(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.
(2)SCS and EQUI-VEST Group includes amounts related to the change in embedded derivative.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
(3)For life insurance products, the net amount at risk is death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.
(4)Includes the PAB from the policies novated to Venerable, as described in Note 1.
Nine Months Ended September 30, 2024
Retirement
Corporate and Other

GMxB Core SCS (1) EQUI-VEST Individual EQUI-VEST Group Momentum Universal Life Variable Universal Life GMxB Legacy
(Dollars in millions)
Balance, beginning of period $ 36 $ 49,002 $ 2,322 $ 11,563 $ 608 $ 5,202 $ 4,850 $ 618
Premiums received 177 12 26 452 50 490 91 3
Policy charges — (17) — (4) — (537) (196) 9
Surrenders and withdrawals (27) (2,988) (251) (1,203) (104) (62) (31) (67)
Benefit payments (2) (222) (40) (55) (1) (163) (58) (14)
Net transfers from (to) separate account (178) 9,512 11 253 (10) — 139 4
Interest credited (2) 6 6,444 49 260 10 165 142 11
Other — — — — — — — —
Balance, end of period $ 12 $ 61,743 $ 2,117 $ 11,266 $ 553 $ 5,095 $ 4,937 $ 564
Weighted-average crediting rate 1.68% N/A 2.96% 2.69% 2.32% 3.81% 3.70% 2.74%
Net amount at risk (3) $ 2,606 $ — $ 100 $ 8 $ — $ 33,800 $ 116,107 $ 18,977
Cash surrender value $ 241 $ 58,668 $ 2,110 $ 11,207 $ 554 $ 3,386 $ 3,194 $ 507
______________
(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.
(2)SCS and EQUI-VEST includes amounts related to the change in embedded derivative.
(3)For life insurance products, the net amount at risk is the death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.
The following table presents the account values by range of guaranteed minimum crediting rates and the related range of the difference in basis points, between rates being credited policyholders and the respective guaranteed minimums:
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
September 30, 2025
Product

 Range of Guaranteed Minimum Crediting Rate At Guaranteed Minimum
1 Basis Point - 50 Basis Points Above
51 Basis Points - 150 Basis Points Above
 Greater Than 150 Basis Points Above
  Total
( in millions)
Retirement
GMxB Core
0.00% - 1.50%
 $ —  $ 10  $ 144  $ —  $ 154 
1.51% - 2.50%
 11  —  —  —  11 
Greater than 2.50%
 33  —  —  —  33 
Total
 $ 44  $ 10  $ 144  $ —  $ 198 
EQUI-VEST Individual
0.00% - 1.50%
 $ —  $ 29  $ 157  $ —  $ 186 
1.51% - 2.50%
 12  63  —  —  75 
Greater than 2.50%
 1,625  —  —  —  1,625 
Total
 $ 1,637  $ 92  $ 157  $ —  $ 1,886 
EQUI-VEST
Group
0.00% - 1.50%
 $ 1  $ 938  $ 2,214  $ 220  $ 3,373 
1.51% - 2.50%
 340  —  —  —  340 
Greater than 2.50%
 5,905  —  —  —  5,905 
Total
 $ 6,246  $ 938  $ 2,214  $ 220  $ 9,618 
Momentum
0.00% - 1.50%
 $ —  $ —  $ 270  $ 83  $ 353 
1.51% - 2.50%
 70  23  —  —  93 
Greater than 2.50%
 52  —  5  —  57 
Total
 $ 122  $ 23  $ 275  $ 83  $ 503 
Corporate and Other
Universal Life
0.00% - 1.50%
 $ —  $ —  $ —  $ 6  $ 6 
1.51% - 2.50%
 —  85  277  660  1,022 
 Greater than 2.50%
 3,228  666  —  —  3,894 
Total
 $ 3,228  $ 751  $ 277  $ 666  $ 4,922 
Variable Universal Life
0.00% - 1.50%
 $ 18  $ 7  $ 121  $ 60  $ 206 
1.51% - 2.50%
 40  369  247  —  656 
Greater than 2.50%
 3,606  80  2  —  3,688 
Total
 $ 3,664  $ 456  $ 370  $ 60  $ 4,550 
GMxB Legacy
0.00% - 1.50%
 $ 1  $ 60  $ 2  $ —  $ 63 
1.51% - 2.50%
 17  —  —  —  17 
Greater than 2.50%
 360  —  —  —  360 
Total
 $ 378  $ 60  $ 2  $ —  $ 440 

December 31, 2024
Product
 Range of Guaranteed Minimum Crediting Rate At Guaranteed Minimum
 1 Basis Point - 50 Basis Points Above
51 Basis Points - 150 Basis Points Above
 Greater Than 150 Basis Points Above
  Total
( in millions)
Retirement
GMxB Core
0.00% - 1.50%
 $ 11  $ 160  $ —  $ —  $ 171 
1.51% - 2.50%
 12  —  —  —  12 
Greater than 2.50%
 52  —  —  —  52 
Total $ 75  $ 160  $ —  $ —  $ 235 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
December 31, 2024
Product
 Range of Guaranteed Minimum Crediting Rate At Guaranteed Minimum
 1 Basis Point - 50 Basis Points Above
51 Basis Points - 150 Basis Points Above
 Greater Than 150 Basis Points Above
  Total
( in millions)
EQUI-VEST Individual
0.00% - 1.50%
 $ 42  $ 198  $ —  $ —  $ 240 
1.51% - 2.50%
 38  —  —  —  38 
Greater than 2.50%
 1,758  —  —  —  1,758 
Total $ 1,838  $ 198  $ —  $ —  $ 2,036 
EQUI-VEST Group
0.00% - 1.50%
 $ 720  $ 2,391  $ 33  $ 258  $ 3,402 
1.51% - 2.50%
 349  —  —  —  349 
Greater than 2.50%
 6,076  —  —  —  6,076 
Total $ 7,145  $ 2,391  $ 33  $ 258  $ 9,827 
Momentum
0.00% - 1.50%
 $ —  $ —  $ 269  $ 88  $ 357 
1.51% - 2.50%
 79  29  —  —  108 
Greater than 2.50%
 56  —  5  —  61 
Total $ 135  $ 29  $ 274  $ 88  $ 526 
Corporate and Other
Universal Life
0.00% - 1.50%
 $ —  $ —  $ —  $ 6  $ 6 
1.51% - 2.50%
 —  90  284  655  1,029 
Greater than 2.50%
 3,402  598  —  —  4,000 
Total $ 3,402  $ 688  $ 284  $ 661  $ 5,035 
Variable Universal Life
0.00% - 1.50%
 $ 24  $ 13  $ 94  $ 40  $ 171 
1.51% - 2.50%
 37  357  223  —  617 
Greater than 2.50%
 3,667  2  20  —  3,689 
Total $ 3,728  $ 372  $ 337  $ 40  $ 4,477 
GMxB Legacy
0.00% - 1.50%
 $ 67  $ 3  $ —  $ —  $ 70 
1.51% - 2.50%
 19  —  —  —  19 
Greater than 2.50%
 401  —  —  —  401 
Total $ 487  $ 3  $ —  $ —  $ 490 
Separate Account - Summary
The following table reconciles the Separate Account liabilities to the Separate Account liability balance in the consolidated balance sheets:
September 30, 2025 December 31, 2024
(in millions)
Separate Account Reconciliation
Retirement
GMxB Core $ 30,956  $ 30,411 
EQUI-VEST Individual 4,926  4,782 
Investment Edge 5,253  4,885 
EQUI-VEST Group 33,359  30,546 
Momentum 5,244  4,813 
Corporate and Other
Variable Universal Life 20,129  18,176 
GMxB Legacy 28,951  33,199 
Other (1) 8,087  7,905 
Total $ 136,905  $ 134,717 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
______________
(1)Primarily reflects Corporate and Other products and Retirement products including Association and Retirement Other.
The following table presents the balances of and changes in Separate Account liabilities:
Nine Months Ended September 30, 2025
Retirement
Corporate and Other
GMxB Core EQUI-VEST Individual Investment Edge EQUI-VEST Group Momentum VUL GMxB Legacy
(in millions)
Balance, beginning of period $ 30,411  $ 4,782  $ 4,885  $ 30,546  $ 4,813  $ 18,176  $ 33,199 
Premiums and deposits 1,369  73  1,347  1,822  488  1,026  163 
Policy charges (376) (3) —  (11) (18) (440) (385)
Surrenders and withdrawals (2,773) (368) (367) (2,059) (631) (521) (2,220)
Benefit payments (218) (57) (37) (54) (9) (85) (517)
Investment performance (1) 2,391  507  496  3,448  615  2,159  2,530 
Net transfers from (to) General Account
 152  (8) (1,071) (333) (14) (186) (7)
Other charges (2)
 —  —  —  —  —  —  (3,812)
Balance, end of period $ 30,956  $ 4,926  $ 5,253  $ 33,359  $ 5,244  $ 20,129  $ 28,951 
Cash surrender value $ 30,115  $ 4,895  $ 5,169  $ 33,052  $ 5,237  $ 19,743  $ 28,740 
_____________
(1)Investment performance is reflected net of M&E fees.
(2)Other charges include the Separate Account value novated to Venerable, as described in Note 1.
Nine Months Ended September 30, 2024
Retirement
Corporate and Other
GMxB Core EQUI-VEST Individual Investment Edge EQUI-VEST Group Momentum VUL GMxB Legacy
(in millions)
Balance, beginning of period $ 29,829  $ 4,582  $ 4,275  $ 26,959  $ 4,421  $ 15,821  $ 33,794 
Premiums and deposits 1,499  69  1,333  1,709  554  925  165 
Policy charges (374) (1) —  (13) (17) (432) (477)
Surrenders and withdrawals (2,710) (381) (389) (1,778) (686) (474) (2,529)
Benefit payments (203) (40) (22) (47) (8) (68) (568)
Investment performance (1) 3,195  702  543  4,109  659  2,476  4,226 
Net transfers from (to) General Account
 178  (11) (848) (253) 9  (138) (4)
Other charges
 —  —  —  —  —  —  — 
Balance, end of period $ 31,414  $ 4,920  $ 4,892  $ 30,686  $ 4,932  $ 18,110  $ 34,607 
Cash surrender value $ 30,579  $ 4,887  $ 4,803  $ 30,378  $ 4,924  $ 17,727  $ 34,334 
______________
(1)Investment performance is reflected net of M&E fees.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The following table presents the aggregate fair value of Separate Account assets by major asset category:
September 30, 2025
Retirement Corp & Other Total
Legacy Life  Other
(in millions)
Asset Type
Debt securities $ 13  $ —  $ 48  $ 15  $ 76 
Common Stock 567  —  76  1,797  2,440 
Mutual Funds 83,043  28,966  20,612  620  133,241 
Bonds and Notes 7  —  99  1,042  1,148 
Total $ 83,630  $ 28,966  $ 20,835  $ 3,474  $ 136,905 

December 31, 2024
Retirement
 Corp & Other Total
Legacy
 Life
Other
(in millions)
Asset Type
Debt securities $ 15  $ —  $ 51  $ 13  $ 79 
Common Stock 508  —  68  1,631  2,207 
Mutual Funds 78,808  33,214  18,611  659  131,292 
Bonds and Notes 5  —  98  1,036  1,139 
Total $ 79,336  $ 33,214  $ 18,828  $ 3,339  $ 134,717 
11)    EMPLOYEE BENEFIT PLANS
Pension Plans
Holdings and Equitable Financial Retirement Plans
Holdings sponsors the MONY Life Retirement Income Security Plan for Employees, which is a frozen qualified defined benefit plan covering eligible employees and financial professionals. Equitable Financial sponsors the Equitable Retirement Plan (the “Equitable Financial QP”), which was frozen on December 31, 2013 but reopened on January 1, 2025 and is a qualified defined benefit plan covering eligible employees and financial professionals. These pension plans are non-contributory, and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period. Holdings and Equitable Financial also sponsor certain nonqualified deferred compensation plans, including the Equitable Excess Retirement Plan, that provide retirement benefits in excess of the amount permitted under the tax law for the qualified plans. Holdings has assumed primary liability for both plans. Equitable Financial remains secondarily liable for its obligations under the Equitable Financial QP and would recognize such liability in the event Holdings does not perform.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
AB Retirement Plans
AB maintained a qualified, non-contributory, defined benefit retirement plan (the “Retirement Plan”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000. During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024. AB began the process of settling benefits with vested participants and all lump sum disbursements elected by plan participants were distributed in December 2024 in the amount of $35 million. The remaining Retirement Plan participants who did not elect a lump sum disbursement elected to roll over their benefit to a group annuity contract from a qualified insurance company to administer all future payments. During the nine months ended September 30, 2025, AB settled all future obligations under the Retirement Plan and transferred the remaining benefit obligations to a qualified third party insurance provider under a group annuity contract. The final annuity premium transferred was $59 million. Following the transfer related to the annuity purchase, the plans funded status was in a deficit and AB funded an additional $2 million to cover all remaining obligations. As a result of the settlement, AB recognized an initial non-cash settlement of approximately $21 million related to Retirement Plan losses and the reclassification from accumulated other comprehensive loss to general and administrative expenses in the unaudited consolidated statements of income. The final settlement charge, net of true-up amount of $3 million, was $18 million for the nine months ended September 30, 2025.
Net Periodic Pension Expense
Components of net periodic pension expense for the Company’s plans were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
  (in millions)
Service cost $ 9  $ 2  $ 24  $ 6 
Interest cost 28  30  84  89 
Expected return on assets (33) (36) (100) (110)
Prior period service cost amortization (1) (1) (2) (2)
Net amortization 20  15  43  44 
Impact of settlement (3) —  18  — 
Net periodic pension expense
 $ 20  $ 10  $ 67  $ 27 
12)    INCOME TAXES
Income tax expense for the three and nine months ended September 30, 2025 and 2024 was computed using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. The estimated ETR is revised, as necessary, at the end of successive interim reporting periods.
In 2022, the Company established a valuation allowance against its deferred tax asset related to unrealized capital losses in the available for sale securities portfolio. In 2023, management took actions to increase its available liquidity so that the Company has the ability and intent to hold the majority of securities in its available for sale portfolio to recovery. For liquidity and other purposes, the Company maintains a smaller pool of securities that it does not intend to hold to recovery. The Company maintains a valuation allowance against the deferred tax asset on available for sale securities that will not be held to recovery. Adjustments to the valuation allowance due to changes in the portfolio’s unrealized capital loss are recorded in OCI. Adjustments to the valuation allowance due to new facts or evidence are recorded in net income.
In the third quarter of 2025, the Company realized losses from the liquidity pool primarily due to the RGA reinsurance transaction, resulting in a deferred tax asset for realized capital losses. The valuation allowance against unrealized losses in OCI was reduced and a valuation allowance against the realized losses was established through net income.
For the three and nine months ended September 30, 2025, the Company recorded decreases to the valuation allowance of $232 million and $190 million, respectively, in OCI. For the three and nine months ended September 30, 2025, the Company recorded increases to the valuation allowance of $180 million and $180 million, respectively, in net income. A valuation allowance of $206 million and $217 million as of September 30, 2025 and December 31, 2024, respectively, remains against deferred tax assets that are not more-likely-than-not to be realized.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The Company uses the aggregate portfolio approach related to the stranded or disproportionate income tax effects in accumulated other comprehensive income related to available for sale securities. Under this approach, the disproportionate tax effect remains intact as long as the investment portfolio remains.
13)    EQUITY
Preferred Stock
Preferred stock authorized, issued and outstanding was as follows:
September 30, 2025 December 31, 2024
Series Shares Authorized Shares
 Issued		 Shares Outstanding Shares Authorized Shares
 Issued		 Shares Outstanding
Series A 32,000  32,000  32,000  32,000  32,000  32,000 
Series B 20,000  —  —  20,000  17,773  17,773 
Series C 12,000  12,000  12,000  12,000  12,000  12,000 
Total 64,000  44,000  44,000  64,000  61,773  61,773 

On April 11, 2025, Holdings redeemed and retired $279 million of Series B Preferred Stock using proceeds from our Junior Subordinated Debt issuance.
On September 30, 2025, Holdings redeemed the remaining $165 million of Series B Preferred Stock.
Dividends declared per share were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series A dividends declared $ 328  $ 328  $ 984  $ 984 
Series B dividends declared $ 619  $ —  $ 1,238  $ 619 
Series C dividends declared $ 269  $ 269  $ 806  $ 806 
Common Stock
Dividends declared per share of common stock were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Dividends declared $ 0.27  $ 0.24  $ 0.78  $ 0.70 

Share Repurchase
On February 5, 2024, the Company’s Board of Directors (the “Board”) authorized a new $1.3 billion share repurchase program. On February 13, 2025, Holdings’ Board approved an additional $1.5 billion under Holdings’ share repurchase program. On September 9, 2025, Holding’ Board approved an additional $500 million under Holdings’ share repurchase program. Under this program, the Company may, from time to time purchase shares of its common stock through various means. The Company may choose to suspend or discontinue the repurchase program at any time. The repurchase program does not obligate the Company to purchase any particular number of shares. As of September 30, 2025, Holdings had authorized capacity of approximately $1.3 billion remaining in its share repurchase program.
Holdings repurchased a total of 12.7 million and 22.5 million shares of its common stock at an average price of $53.21 and $52.16 through open market repurchases, ASRs and privately negotiated transactions for the three and nine months ended September 30, 2025, respectively and repurchased a total of 6.2 million and 20.0 million shares of its common stock at an average price of $40.92 and $37.74 through open market repurchases, ASRs and privately negotiated transactions for the three and nine months ended September 30, 2024, respectively.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
During the three and nine months ended September 30, 2025, Holdings repurchased 10.9 million and 15.6 million shares, of its common stock through open market repurchases. During the three and nine months ended September 30, 2024, Holdings repurchased 3.4 million and 9.8 million shares, of its common stock through open market repurchases.
In June 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $96 million of Holdings’ common stock. Pursuant to the ASR, on July 2, 2025, Holdings made a pre-payment of $96 million and received initial delivery of 1.4 million shares. The ASR terminated in July 2025, at which time an additional 441,333 shares of common stock were received.
In March 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $38 million of Holdings’ common stock. Pursuant to the ASR, Holdings made a pre-payment of $38 million and received initial delivery of 567,270 of Holdings’ shares. The ASR terminated in April 2025, at which time an additional 201,068 shares of common stock were received.
In March 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $102 million of Holdings’ common stock. Pursuant to the ASR, on April 2, 2025, Holdings made a pre-payment of $102 million and received initial delivery of 1.6 million of Holdings’ shares. The ASR will be terminated in April 2025, at which time 629,617 additional shares of common stock were received.
In December 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $105 million of Holdings’ common stock. Pursuant to the ASR, on January 3, 2025, Holdings made a pre-payment of $105 million and received initial delivery of 1.8 million of Holdings’ shares. The ASR terminated in February 2025, at which time 274,630 additional shares of common stock were received.
In December 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $32 million of Holdings’ common stock. Pursuant to the ASR, in December, Holdings made a pre-payment of $32 million and received initial delivery of 550,301 of Holdings’ shares. The ASR terminated in January 2025, at which time an additional 105,468 shares of common stock were received.
Accumulated Other Comprehensive Income (Loss)
AOCI represents cumulative gains (losses) on items that are not reflected in net income (loss). The balances are as follows:
 
 September 30, 2025 December 31, 2024
 
(in millions)
Unrealized gains (losses) on investments $ (4,693) $ (7,334)
Market risk benefits - instrument -specific credit risk component
 (1,122) (1,125)
Liability for future policy benefits - current discount rate component
 195  372 
Defined benefit pension plans (538) (579)
Foreign currency translation adjustments (58) (88)
Total accumulated other comprehensive income (loss) (6,216) (8,754)
Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest (25) (42)
Accumulated other comprehensive income (loss) attributable to Holdings $ (6,191) $ (8,712)


The components of OCI, net of taxes for follows:
Three Months Ended September 30,

Nine Months Ended September 30,
  2025

2024

2025 2024
 
(in millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period
 $ 773  $ 2,300  $ 1,766  $ 1,314 
(Gains) losses reclassified into net income (loss) during the period (1)
 899  22  933  43 
Net unrealized gains (losses) on investments 1,672  2,322  2,699  1,357 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30,

Nine Months Ended September 30,
  2025

2024

2025 2024
 
(in millions)
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other 15  (66) (94) (23)
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $154, $447, $451 and $212)
 1,687  2,256  2,605  1,334 
Change in LFPB discount rate and MRB credit risk, net of tax
Changes in instrument-specific credit risk - market risk benefits (net of deferred income tax expense (benefit) of $(109), $6, $1 and $(31))
 (412) 20  2  (119)
Changes in current discount rate - liability for future policy benefits (net of deferred income tax expense (benefit) of $(12), $(60), $(37) and $(16))
 (47) (223) (139) (58)
Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost)
 15  10  41  29 
Change in defined benefit plans (net of deferred income tax expense (benefit) of $4, $3, $5 and $8)
 15  10  41  29 
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period (8) 19  29  17 
Foreign currency translation adjustment (8) 19  29  17 
Total other comprehensive income (loss), net of income taxes 1,235  2,082  2,538  1,203 
Less: Other comprehensive income (loss) attributable to noncontrolling interest (6) 8  17  7 
Other comprehensive income (loss) attributable to Holdings $ 1,241  $ 2,074  $ 2,521  $ 1,196 
______________
(1)See “reclassification adjustments” in Note 3 of the Notes to these Consolidated Financial Statements. Reclassification amounts presented net of income tax expense (benefit) of $(239) million, $(5) million, $(248) million and $(11) million for the three and nine months ended September 30, 2025 and 2024, respectively.
Investment gains and losses reclassified from AOCI to net income (loss) primarily consist of realized gains (losses) on sales and credit losses of AFS securities and are included in total investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to net income (loss) as related to defined benefit plans primarily consist of amortization of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in compensation and benefits in the consolidated statements of income (loss). Amounts presented in the table above are net of tax.
14)    SHORT-TERM AND LONG-TERM DEBT
Borrowings
Our financial strategy going forward will remain subject to market conditions and other factors. For example, we may from time to time enter into additional bank or other financing arrangements, including public or private debt, structured facilities and contingent capital arrangements, under which we could incur additional indebtedness.
The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:
September 30, December 31,
2025 2024
(in millions)
Total short-term debt $ —  $ — 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
September 30, December 31,
2025 2024
(in millions)
Long-term debt:
Senior Debenture due 2028 250  250 
Senior Note due 2028 995  1,494 
Senior Note due 2029 306  303 
Senior Note due 2033 497  497 
Senior Note due 2048 1,290  1,289 
Junior Sub Debt Securities due 2055 495  — 
Total long-term debt 3,833  3,833 
Total short and long-term debt $ 3,833  $ 3,833 
Junior Subordinated Debt Securities
On March 26, 2025, Holdings issued $500 million aggregate principal amount of 6.7% Fixed-to-Fixed Reset Rate Junior Subordinated Debt Securities due 2055 (the “Junior Subordinated Debt Securities”). These amounts were recorded net of the underwriting discount and issuance costs of $6 million. Interest will be paid (i) from, and including, March 26, 2025 to, but excluding, March 28, 2035 at the rate of 6.7% per annum and (ii) from, and including, March 28, 2035, during each interest period, at a rate per annum equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reset on each interest reset date, plus 2.39%, payable semi-annually in arrears on March 28 and September 28 of each year, beginning on September 28, 2025, and on the maturity date.
Holdings Senior Notes
In September 2025, Holdings repurchased $500 million principal of the 2028 Notes, and recorded a loss on extinguishment of $5 million.
Holdings Revolving Credit Facility
On July 29, 2025, Holdings entered into a new Revolving Credit Agreement with respect to a $1.0 billion five-year senior unsecured revolving credit facility (the “Credit Facility”), and terminated the Amended and Restated Revolving Credit Agreement, dated as of June 24, 2021, as amended.
15)    REDEEMABLE NONCONTROLLING INTEREST
The changes in the components of redeemable noncontrolling interests were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
(in millions)
Balance, beginning of period $ 358  $ 1,088  $ 125  $ 770 
Net earnings (loss) attributable to redeemable noncontrolling interests 12  26  13  60 
Purchase/change of redeemable noncontrolling interests (26) 109  206  393 
Balance, end of period $ 344  $ 1,223  $ 344  $ 1,223 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
16)    COMMITMENTS AND CONTINGENT LIABILITIES
Litigation and Regulatory Matters
Litigation, regulatory and other loss contingencies arise in the ordinary course of the Company’s activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek, or they may be required only to state an amount sufficient to meet a court’s jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, payments of death benefits and the reporting and escheatment of unclaimed property, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters.
The outcome of a litigation or regulatory matter is difficult to predict, and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company’s litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company’s results of operations or cash flows in a particular quarterly or annual period.
For some matters, the Company is able to estimate a range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of September 30, 2025, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $100 million.
For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company’s accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.
As with other financial services companies, Equitable Financial periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Obligations under Funding Agreements
Pre-Capitalized Trust Securities (“P-Caps”)
In April 2019, pursuant to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers, and the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, together with the 2029 Trust, the “Trusts”), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps” and, together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.
In June 2024, the Company exercised its issuance right under the Facility Agreement, dated April 5, 2019 (the “2029 Trust Facility Agreement”) to issue $600 million principal amount of the Company’s 4.572% Senior Notes due 2029 (the “2029 Notes”) in exchange for the portfolio of principal and interest strips of U.S. Treasury securities held by the 2029 Trust (the “2029 Trust Eligible Assets”). Following the Company’s exercise of its issuance right under the 2029 Trust Facility Agreement, the Company: (i) issued $600 million principal amount of the 2029 Notes to the 2029 Trust on June 6, 2024 in exchange for the 2029 Trust Eligible Assets; (ii) waived its right to repurchase the 2029 Notes; and (iii) directed the trustee of the 2029 Trust to dissolve the 2029 Trust in accordance with its declaration of trust and deliver the 2029 Notes to the beneficial holders of the 2029 P-Caps pro rata in respect of each 2029 P-Cap. The 2029 Trust was dissolved on June 11, 2024 and the beneficial holders of the 2029 P-Caps received the 2029 Notes through the facilities of The Depository Trust Company. See Note 14 of the Notes to these Consolidated Financial Statements for additional details on the 2029 Notes.
In addition, in June 2024, pursuant to the Purchase Agreement among Holdings, TD Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representative of the several initial purchasers, and Pine Street Trust III, a Delaware statutory trust ( “2054 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable May 15, 2054 (the “2054 P-Caps”) for an aggregate purchase price of $600 million to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.
The P-Caps are an off-balance sheet contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a thirty-year period to issue senior notes to the 2049 Trust and the 2054 Trusts. The Trusts have invested the proceeds from the respective sales of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities. In return, Holdings will, in the case of the 2054 Trust, pay, and in the case of the 2049 Trust, continue to pay, a semi-annual facility fee to the 2049 Trust and 2054 Trust calculated at a rate of 2.715% and 1.779% per annum, respectively, which will be applied to the unexercised portion of the contingent funding arrangement and Holdings will reimburse the Trusts for certain expenses. The facility fees are recorded in other operating costs and expenses in the consolidated statements of income (loss).
FHLB
As a member of the FHLB, Equitable Financial and Equitable America have access to collateralized borrowings. They also may issue funding agreements to the FHLB. Both the collateralized borrowings and funding agreements would require Equitable Financial or Equitable America to pledge qualified mortgage-backed assets and/or government securities as collateral. Equitable Financial and Equitable America issue short-term and long-term funding agreements to the FHLB and use the funds for asset, liability, and cash management purposes and spread lending purposes.
Entering into FHLB membership, borrowings and funding agreements requires the ownership of FHLB stock and the pledge of assets as collateral. Equitable Financial has purchased FHLB stock of $323 million and pledged collateral with a carrying value of $10.3 billion as of September 30, 2025. Equitable America has purchased FHLB stock of $5 million and pledged collateral with a carrying value of $252 million as of September 30, 2025.
Funding agreements are reported in policyholders’ account balances in the consolidated balance sheets. For other instruments used for asset/liability and cash management purposes, see “Offsetting of Financial Assets and Liabilities and Derivative Instruments” included in Note 4 of the Notes to these Consolidated Financial Statements. The table below summarizes the Company’s activity of funding agreements with the FHLB.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Change in FHLB Funding Agreements during the Nine Months Ended September 30, 2025
Outstanding Balance at December 31, 2024 Issued During the Period Repaid During the Period Long-term Agreements Maturing Within One Year Long-term Agreements Maturing Within Five Years Outstanding Balance at September 30, 2025
(in millions)
Short-term funding agreements:
Due in one year or less $ 5,843  $ 54,265  $ (54,565) $ 409  $ —  $ 5,952 
Long-term funding agreements:
Due in years two through five 829  200  —  (388) —  641 
Due in more than five years 493  —  —  (21) —  472 
Total long-term funding agreements 1,322  200  —  (409) —  1,113 
Total funding agreements (1) $ 7,165  $ 54,465  $ (54,565) $ —  $ —  $ 7,065 
_____________
(1)The $16 million and $2 million difference between the funding agreements notional value shown above and carrying value shown in fair value table for September 30, 2025 and December 31, 2024, respectively, reflects the remaining amortization of a hedge implemented and closed, which locked in the funding agreements borrowing rates.
FABN
Under the FABN programs, Equitable Financial and Equitable America may issue funding agreements in U.S. dollar or other foreign currencies, in each case, to a Delaware special purpose statutory trust (the “Trust”) in exchange for the proceeds from issuances of fixed and floating rate medium-term marketable notes issued by the applicable Trust from time to time (the “Trust Notes”). The funding agreements have matching interest, maturity and currency payment terms to the applicable Trust Notes. The Company hedges the foreign currency exposure of foreign currency denominated funding agreements using cross currency swaps as discussed in Note 4 of the Notes to these Consolidated Financial Statements. As of September 30, 2025, the maximum aggregate principal amount of Trust Notes permitted to be outstanding at any one time is $16.0 billion. Funding agreements issued to the applicable Trust, including any foreign currency transaction adjustments, are reported in policyholders’ account balances in the consolidated balance sheets. Foreign currency transaction adjustments to policyholder’s account balances are recognized in net income (loss) as an adjustment to interest credited to policyholders’ account balances and are offset in interest credited to policyholders’ account balances by a release of AOCI from deferred changes in fair value of designated and qualifying cross currency swap cash flow hedges. The table below summarizes activity of funding agreements under the FABN programs.
Change in FABN Funding Agreements during the Nine Months Ended September 30, 2025
Outstanding Balance at December 31, 2024 Issued During the Period Repaid During the Period Long-term Agreements Maturing Within One Year Long-term Agreements Maturing Within Five Years Foreign Currency Transaction Adjustment Outstanding Balance at September 30,
2025
(in millions)
Short-term funding agreements:
Due in one year or less $ 1,050  $ 300  $ (650) $ 950  $ —  $ —  $ 1,650 
Long-term funding agreements:
Due in years two through five 4,393  3,700  —  (950) —  97  7,240 
Due in more than five years 300  500  —  —  —  —  800 
Total long-term funding agreements 4,693  4,200  —  (950) —  97  8,040 
Total funding agreements (1) $ 5,743  $ 4,500  $ (650) $ —  $ —  $ 97  $ 9,690 
_____________
(1)The $56 million and $18 million difference between the funding agreements notional value shown and carrying value table as of September 30, 2025 and December 31, 2024, respectively, reflects the remaining amortization of the issuance cost of the funding agreements and the foreign currency transaction adjustment.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
FABCP
In May 2023, Equitable Financial and Equitable America established a FABCP program, pursuant to which a SPLLC may issue commercial paper and deposit the proceeds with Equitable Financial or Equitable America pursuant to a funding agreement issued by Equitable Financial or Equitable America to the SPLLC. The current maximum aggregate principal amount permitted to be outstanding at any one time under the FABCP program is $3.0 billion for Equitable Financial and $1.0 billion for Equitable America. As of September 30, 2025, Equitable Financial had $1.1 billion and Equitable America did not have any outstanding balances under the program, respectively.
Guarantees and Other Commitments
The Company provides certain guarantees or commitments to affiliates and others. As of September 30, 2025, these arrangements include commitments by the Company to provide equity financing of $1.1 billion to certain limited partnerships and real estate joint ventures under certain conditions as well as a guarantee of a subsidiary’s performance under a reinsurance arrangement that will no longer be in effect once certain conditions at the subsidiary are met and notice is provided. Management believes the Company will not incur material losses as a result of these commitments.
The Company had $17 million of undrawn letters of credit related to reinsurance as of September 30, 2025. The Company had $468 million of commitments under existing mortgage loan agreements as of September 30, 2025.
The Company is the obligor under certain structured settlement agreements it had entered into with unaffiliated insurance companies and beneficiaries. To satisfy its obligations under these agreements, the Company owns single premium annuities issued by previously wholly-owned life insurance subsidiaries. The Company has directed payment under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent liability exists with respect to these agreements should the previously wholly-owned subsidiaries be unable to meet their obligations. Management believes the need for the Company to satisfy those obligations is remote.
17)    BUSINESS SEGMENT INFORMATION
Effective July 1, 2025, our financial reporting presentation was revised to reflect the reorganization of the Company’s reportable segments to reflect how the Company’s chief operating decision maker now makes operating decisions and assesses performance. We now have three reportable segments: Retirement, Asset Management and Wealth Management. Prior period results have been revised in connection with updates to our reportable segments.
These segments reflect the manner by which the Company’s chief operating decision maker (“CODM”) views and manages the business. A brief description of these segments follows:
•The Retirement segment offers a diverse suite of retirement solutions to individual and institutional clients. Our primary offerings include individual and group annuities, retirement savings plans, and institutional savings products, which we distribute through both proprietary and third-party distribution. Results for our spread lending business are also primarily reported within the Retirement segment.
•The Asset Management segment provides diversified investment management and related solutions globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth.
•The Wealth Management segment offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products through Equitable Advisors.
The CODM is the President and Chief Executive Officer of Holdings. The CODM evaluates the reported measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. Significant segment expenses are part of the CODM review and are critically important to understand the level of profitability of operating segments but also the overall company performance. This assessment will inform the way the allocation of resources will be done among the different operating segments.
Measurement
Operating earnings (loss) is the financial measure which primarily focuses on the Company’s segments’ results of operations as well as the underlying profitability of the Company’s core business. By excluding items that can be distortive and unpredictable such as investment gains (losses) and investment income (loss) from derivative instruments, the Company believes operating earnings (loss) by segment enhances the understanding of the Company’s underlying drivers of profitability and trends in the Company’s segments.
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Notes to Consolidated Financial Statements (Unaudited), Continued
Operating earnings is calculated by adjusting each segment’s net income (loss) attributable to Holdings for the following items:
•Items related to variable annuity product features, which include: (i) changes in the fair value of MRB and purchased MRB, including the related attributed fees and claims, offset by derivatives and other securities used to hedge the MRB which result in residual net income volatility as the change in fair value of certain securities is reflected in OCI and due to our statutory capital hedge program; and (ii) market adjustments to deposit asset or liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk;
•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
•Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;
•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and realized capital gains/losses from sales or disposals of select securities, certain legal accruals; a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and
•Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period and changes to the deferred tax valuation allowance.
The General Account investment portfolio is used to support the insurance and annuity liabilities generated by our businesses.
In the third quarter of 2025, the Company updated its net investment income (“NII”) segment reporting to better align with our GAAP segments, as well as the reporting of our spread lending programs' income and expenses. Previously, direct and allocated segment NII were recorded based on assets tied to statutory asset tagging and net statutory liabilities for allocation. To better align with our GAAP segments, the Company changed the recording methodology for direct NII. It is now based on the book yields of assets tied to specific segments, considering general account values plus reserves, net of embedded derivatives. Indirect NII, which was previously allocated based on net statutory liabilities, is now allocated based on general account values and reserves, net of embedded derivatives. Additionally, revenues and expenses from our spread lending programs are now primarily recorded within the Retirement segment. Previously, spread lending revenues and expenses were recorded in Corporate and Other, with the excess of revenues over expenses allocated to the insurance segments based on net statutory liabilities. Prior periods have been revised to reflect these changes.
Revenues derived from any customer did not exceed 10% of revenues for the three and nine months ended September 30, 2025 and 2024.
The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The table below presents operating earnings (loss) by segment and Corporate and Other (C&O):
Three Months Ended September 30, 2025
Retirement
Asset Management
Wealth Management
Corporate & Other
 Eliminations Total
(in millions)
Segment revenues $ 1,588  $ 1,144  $ 499  $ 741  $ (235) $ 3,737 
Benefits and other deductions
Policyholders’ benefits 73  —  —  438  —  511 
Interest credited to policyholders’ account balances 685  —  —  96  —  781 
Commissions and distribution related payments 153  209  320  82  (227) 537 
Amortization of deferred policy acquisition costs 153  —  —  50  —  203 
Compensation and benefits 15  447  82  33  —  577 
Interest expense and financing fees —  7  —  61  (3) 65 
Significant segment expenses 1,079  663  402  760  (230) 2,674 
Other segment items (1) 70  188  19  144  (5) 416 
Income taxes (38) (46) (19) 8  —  (95)
Less: Operating (earnings) loss attributable to the noncontrolling interest —  93  —  4  —  97 
Operating earnings (loss) $ 401  $ 154  $ 59  $ (159) $ —  $ 455 
_____________
(1)Other segment items include Remeasurement for liability for future policy benefits and Other operating expenses and costs. Additionally, other segment items reflected in Asset Management segment is primarily driven by other operating expense and costs related to general and administrative costs and promotion and servicing expenses.
  Three Months Ended September 30, 2024
 
Retirement
 Asset Management Wealth Management Corporate & Other Eliminations Total
(in millions)
Segment revenues $ 1,439  $ 1,086  $ 449  $ 1,020  $ (221) $ 3,773 
Benefits and other deductions
Policyholders’ benefits 83  —  —  580  —  663 
Interest credited to policyholders’ account balances 520  —  —  150  —  670 
Commissions and distribution related payments 136  192  281  88  (212) 485 
Amortization of deferred policy acquisition costs 135  —  —  49  —  184 
Compensation and benefits 19  428  79  29  —  555 
Interest expense and financing fees —  8  —  57  (5) 60 
Significant segment expenses 893  628  360  953  (217) 2,617 
Other segment items (1) 62  205  24  107  (4) 394 
Income taxes (68) (42) (16) 4  —  (122)
Less: Operating (earnings) loss attributable to the noncontrolling interest —  100  —  23  —  123 
Operating earnings (loss) $ 416  $ 111  $ 49  $ (59) $ —  $ 517 
_____________
(1)Other segment items include Remeasurement for liability for future policy benefits and Other operating expenses and costs. Additionally, other segment items reflected in Asset Management segment is primarily driven by other operating expense and costs related to general and administrative costs and promotion and servicing expenses.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Nine Months Ended September 30, 2025
Retirement
Asset Management
Wealth Management
Corporate & Other
 Eliminations
Total
(in millions)
Segment revenues $ 4,527  $ 3,326  $ 1,430  $ 2,734  $ (695) $ 11,322 
Benefits and other deductions
Policyholders’ benefits 241  —  —  1,816  —  2,057 
Interest credited to policyholders’ account balances 1,847  —  —  402  —  2,249 
Commissions and distribution related payments 440  607  909  237  (667) 1,526 
Amortization of deferred policy acquisition costs 435  —  —  149  —  584 
Compensation and benefits 61  1,298  246  133  —  1,738 
Interest expense and financing fees 1  23  —  184  (13) 195 
Significant segment expenses 3,025  1,928  1,155  2,921  (680) 8,349 
Other segment items (1) 197  569  69  345  (15) 1,165 
Income taxes (176) (135) (52) 74  —  (289)
Less: Operating (earnings) loss attributable to the noncontrolling interest —  283  —  8  —  291 
Operating earnings (loss) $ 1,129  $ 411  $ 154  $ (466) $ —  $ 1,228 
_____________
(1)Other segment items include Remeasurement for liability for future policy benefits and Other operating expenses and costs. Additionally, other segment items reflected in Asset Management segment is primarily driven by other operating expense and costs related to general and administrative costs and promotion and servicing expenses.
  Nine Months Ended September 30, 2024
 
Retirement
 Asset Management Wealth Management Corporate & Other Eliminations Total
(in millions)
Segment revenues $ 4,055  $ 3,230  $ 1,312  $ 3,097  $ (664) $ 11,030 
Benefits and other deductions
Policyholders’ benefits 238  —  —  1,769  —  2,007 
Interest credited to policyholders’ account balances 1,400  —  —  447  —  1,847 
Commissions and distribution related payments 383  545  823  260  (626) 1,385 
Amortization of deferred policy acquisition costs 378  —  —  147  —  525 
Compensation and benefits 68  1,295  235  119  —  1,717 
Interest expense and financing fees —  37  —  171  (22) 186 
Significant segment expenses 2,467  1,877  1,058  2,913  (648) 7,667 
Other segment items (1) 180  614  71  337  (16) 1,186 
Income taxes (200) (128) (48) 25  —  (351)
Less: Operating (earnings) loss attributable to the noncontrolling interest —  293  —  44  —  337 
Operating earnings (loss) $ 1,208  $ 318  $ 135  $ (172) $ —  $ 1,489 
_____________
(1)Other segment items include Remeasurement for liability for future policy benefits and Other operating expenses and costs. Additionally, other segment items reflected in Asset Management segment is primarily driven by other operating expense and costs related to general and administrative costs and promotion and servicing expenses.

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Notes to Consolidated Financial Statements (Unaudited), Continued
The table below presents a reconciliation to net income (loss) attributable to Holdings:
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
(in millions)
Net income (loss) attributable to Holdings $ (1,309) $ (132) $ (1,595) $ 388 
Adjustments related to:
Variable annuity product (1)
 978  756  2,123  1,167 
Investment (gains) losses (2)
 1,170  46  1,255  101 
Net actuarial (gains) losses related to pension and other postretirement benefit obligations 19  13  41  44 
Other adjustments (3)
 (164) 1  (96) 59 
Income tax expense (benefit) related to above adjustments (437) (172) (714) (288)
Non-recurring tax items
198  5  214  18 
Operating earnings (loss) $ 455  $ 517  $ 1,228  $ 1,489 
_____________
(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million for the nine months ended September 30, 2025.
(2)Includes $1.1 billion as a result of the assets transferred related to the reinsurance agreement with RGA for the three and nine months ended September 30, 2025. See Note 20 of the Notes to these Consolidated Financial Statements for further details.
(3)Includes a gain of $230 million and $262 million on Non-VA derivatives for the three and nine months ended September 30, 2025, respectively. Also includes $(8) million and $6 million of expense related to a disputed billing practice of an AB third-party service provider for the three and nine months ended September 30, 2025, respectively, and certain gross legal expenses related to the COI litigation of $0 million and $106 million for the three and nine months ended September 30, 2024.
Segment revenues is a measure of the Company’s revenue by segment as adjusted to exclude certain items. The following table reconciles segment revenues to total revenues by excluding the following items:
•Items related to variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within the net derivative results of variable annuity product features;
•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
•Other adjustments, which primarily includes net derivative gains (losses) on certain Non-GMxB derivatives and Net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments and unrealized gain/losses associated with equity securities.
The table below presents revenues by segment and C&O:
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Notes to Consolidated Financial Statements (Unaudited), Continued
 
 Three Months Ended September 30, Nine Months Ended September 30,
 
 2025 2024 2025 2024
(in millions)
Segment revenues:
Retirement (1)
 $ 1,588  $ 1,439  $ 4,527  $ 4,055 
Asset Management (2) 1,144  1,086  3,326  3,230 
Wealth Management (3) 499  449  1,430  1,312 
Corporate and Other (1) 741  1,020  2,734  3,097 
Eliminations (235) (221) (695) (664)
Adjustments related to:
Variable annuity product features, excluding change in MRBs (4)
 (1,314) (628) (1,888) (2,257)
Investment gains (losses), net (1,170) (46) (1,255) (101)
Other adjustments to segment revenues (4)
 197  (26) 209  138 
Total revenues $ 1,450  $ 3,073  $ 8,388  $ 8,810 
______________
(1)Includes investment expenses charged by AB of $39 million and $115 million for the three and nine months ended September 30, 2025, respectively, and $37 million and $110 million for the three and nine months ended September 30, 2024, respectively, for services provided to the Company.
(2)Inter-segment investment management and other fees of $44 million and $130 million for the three and nine months ended September 30, 2025, respectively, and $41 million and $125 million for the three and nine months ended September 30, 2024, respectively, are included in segment revenues of the Asset Management segment.
(3)Inter-segment distribution fees of $227 million and $667 million for the three and nine months ended September 30, 2025, respectively, and $212 million and $626 million for the three and nine months ended September 30, 2024, respectively, are included in segment revenues of the Wealth Management segment.
(4)Prior periods were revised to conform with current presentation.
Total assets by segment were as follows:
 
 September 30, 2025 December 31, 2024
(in millions)
Total assets by segment:
Retirement
 $ 193,110  $ 173,796 
Asset Management 10,166  10,137 
Wealth Management 289  168 
Corporate and Other 110,844  111,626 
Total assets $ 314,409  $ 295,727 
18)    INSURANCE STATUTORY FINANCIAL INFORMATION
Prescribed and Permitted Accounting Practices
As of September 30, 2025, the following five prescribed and permitted practices resulted in net income (loss) and capital and surplus that is different from the statutory surplus that would have been reported had NAIC statutory accounting practices been applied.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Equitable Financial was granted a permitted practice by the NYDFS to apply SSAP 108, Derivatives Hedging Variable Annuity Guarantees on a retroactive basis from January 1, 2021 through June 30, 2021, after reflecting the impacts of our reinsurance transaction with Venerable. The permitted practice was amended to also permit Equitable Financial to adopt SSAP 108 prospectively as of July 1, 2021 and to consider the impact of both the interest rate derivatives and the General Account assets used to fully hedge the interest rate risk inherent in its variable annuity guarantees when determining the amount of the deferred asset or liability under SSAP 108. Application of the permitted practice partially mitigates the New York Insurance Regulation 213 (“Reg 213”) impact of the Venerable transaction on Equitable Financial’s statutory capital and surplus and enables Equitable Financial to more effectively neutralize the impact of interest rates on its statutory surplus and to better align with our economic hedging program. The impact of applying this permitted practice relative to SSAP 108 as written was a decrease of approximately $176 million in statutory special surplus funds as of September 30, 2025. The Reinsurance Treaty reduced the amount of interest rate hedging needed at Equitable Financial going forward, affecting future deferrals, but leaves our historical SSAP 108 deferred amounts unchanged. The permitted practice also reset Equitable Financial’s unassigned surplus to zero as of June 30, 2021 to reflect the transformative nature of the Venerable transaction.
The Manual has been adopted as a component of prescribed or permitted practices by the State of New York. However, Reg 213 adopted in May of 2019 and as amended in February 2020 and March 2021, differs from the NAIC variable annuity reserve and capital framework. Reg 213 requires Equitable Financial to carry statutory basis reserves for its variable annuity contract obligations equal to the greater of those required under (i) the NAIC standard or (ii) a revised version of the NYDFS requirement in effect prior to the adoption of the first amendment for contracts issued prior to January 1, 2020, and for policies issued after that date a new standard that in current market conditions imposes more conservative reserving requirements for variable annuity contracts than the NAIC standard.
The impact of the application of Reg 213 was a decrease of approximately $119 million in statutory surplus as of September 30, 2025 compared to statutory surplus under the NAIC variable annuity framework. Our hedging program is designed to hedge the economics of our insurance liabilities and largely offsets Reg 213 and NAIC framework reserve movements due to interest rates and equities. The NYDFS allows domestic insurance companies a five year phase-in provision for Reg 213 reserves. As of September 30, 2022, Equitable Financial’s Reg 213 reserves were 100% phased-in. As of September 30, 2025, given the prevailing market conditions and business mix, there are $91 million Reg 213 redundant reserves over the US RBC CTE 98 TAR.
During the fourth quarter 2020, Equitable Financial received approval from NYDFS for its proposed amended Plan of Operation for Separate Account No. 68 (“SA 68”) for our SCS product and Separate Account No. 69 (“SA 69”) for our EQUI-VEST product Structured Investment Option, to change the accounting basis of these two non-insulated Separate Accounts from fair value to book value in accordance with Section 1414 of the Insurance Law to align with how we manage and measure our overall General Account asset portfolio. In order to facilitate this change and comply with Section 4240(a)(10), the Company also sought approval to amend the Plans to remove the requirement to comply with Section 4240(a)(5)(iii) and substitute it with a commitment to comply with Section 4240(a)(5)(i). Similarly, the Company updated the reserves section of each Plan to reflect the fact that Regulation 128 would no longer be applicable upon the change in accounting basis. We applied this change effective January 1, 2021. The impact of the application is an increase of approximately $695 million in statutory surplus as of September 30, 2025.
During 2022, Equitable America received approval from the Arizona Department of Insurance and Financial Institutions pursuant to A.R.S. 20-515 for Separate Account No. 68A (“SA 68A”) for our SCS product, Separate Account No. 69A (“SA 69A”) for our EQUI-VEST product Structured Investment Option and Separate Account No. 71A (“SA 71A”) for our Investment Edge Structured Investment Option, to permit us to use book value as the accounting basis of these three non-insulated Separate Accounts instead of fair value in accordance with the Manual to align with how we manage and measure our overall General Account asset portfolio. The impact of the application is a decrease of approximately $948 million in statutory surplus as of September 30, 2025.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
The Arizona Department of Insurance and Financial Institutions granted to Equitable America a permitted practice to deviate from SSAP No. 108 by applying special accounting treatment for specific derivatives hedging variable annuity benefits subject to fluctuations as a result of interest rate sensitivities. The permitted practice expands on SSAP No. 108 hedge accounting to include equity risks for the full scope of Variable Annuity (VA) contracts (i.e., not just the rider guarantees but for the VA total contract). The permitted practice allows Equitable America to adopt SSAP 108 retroactively from October 1, 2023 and applies to both directly held VA hedges as well as VA hedges in the Equitable America funds withheld asset that resulted from the Reinsurance Treaty. In the calculation of the amount of excess VA equity and interest rate derivative hedging gains/losses to defer (including Net investment income on our Equity Total Return Swaps), the permitted practice allows us to compare our total equity and interest derivatives gains and losses to 100% of our target liability change. Any hedge gain or loss deferrals will follow SSAP No. 108 amortization rules (i.e. 10-year straight line). The impact of applying this revised permitted practice relative to SSAP 108 was an increase of approximately $1.4 billion in statutory special surplus funds as of September 30, 2025.
19)    EARNINGS PER COMMON SHARE
The following table presents a reconciliation of net income (loss) and weighted-average common shares used in calculating basic and diluted earnings per common share:
 
 Three Months Ended September 30, Nine Months Ended September 30,
 
 2025 2024 2025 2024
(in millions, except per share data)
Weighted-average common shares outstanding:
Weighted-average common shares outstanding — basic
 296.2  318.2  302.4  324.2 
Effect of dilutive potential common shares:
Employee share awards (1) —  —  —  3.5 
Weighted-average common shares outstanding — diluted
296.2  318.2  302.4  327.7 
Net income (loss):
Net income (loss) $ (1,215) $ 28  $ (1,348) $ 788 
Less: Net income (loss) attributable to the noncontrolling interest 94  160  247  400 
Net income (loss) attributable to Holdings (1,309) (132) (1,595) 388 
Less: Preferred stock dividends 16  14  48  54 
Net income (loss) available to Holdings’ common shareholders $ (1,325) $ (146) $ (1,643) $ 334 
Earnings per common share:
Basic $ (4.47) $ (0.46) $ (5.43) $ 1.03 
Diluted $ (4.47) $ (0.46) $ (5.43) $ 1.02 
______________
(1)Calculated using the treasury stock method.
For the three and nine months ended September 30, 2025 and 2024, 5.3 million, 5.6 million, 6.4 million and 3.0 million, respectively, of outstanding stock awards, were not included in the computation of diluted EPS because their effect was anti-dilutive.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
20)    REINSURANCE
The Company assumes and cedes reinsurance with other insurance companies. The Company evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Ceded reinsurance does not relieve the originating insurer of liability.
The following table summarizes the effect of reinsurance. The impact of the transactions described above results in a decrease to reinsurance assumed and an increase in reinsurance ceded.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Direct charges and fee income $ 805  $ 809  $ 2,396  $ 2,406 
Reinsurance assumed —  —  —  — 
Reinsurance ceded (334) (183) (663) (549)
Policy charges and fee income $ 471  $ 626  $ 1,733  $ 1,857 
Direct premiums $ 276  $ 332  $ 865  $ 933 
Reinsurance assumed 45  40  125  130 
Reinsurance ceded (63) (60) (168) (184)
Premiums $ 258  $ 312  $ 822  $ 879 
Direct policyholders’ benefits $ 764  $ 799  $ 2,684  $ 2,468 
Reinsurance assumed 43  31  118  114 
Reinsurance ceded (355) (167) (804) (575)
Policyholders’ benefits $ 452  $ 663  $ 1,998  $ 2,007 
Direct interest credited to policyholders’ account balances $ 876  $ 708  $ 2,394  $ 1,940 
Reinsurance ceded (78) (7) (122) (61)
Interest credited to policyholders’ account balances $ 798  $ 701  $ 2,272  $ 1,879 
Ceded Reinsurance
The Company reinsures most of its new variable life, UL and term life policies on an excess of retention basis. The Company generally retains on a per life basis up to $25 million for single lives and $30 million for joint lives with the excess 100% reinsured. The Company also reinsures risk on certain substandard underwriting risks and in certain other cases.
On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each ceding company ceded to RGA a 75% quota share of such ceding company’s in-force individual life insurance block and Closed Block. See Note 1 of the Notes to these Consolidated Financial Statements for additional details of the RGA Reinsurance Transaction.
Assets supporting the NI modco arrangement with RGA consist of $266 million of fixed maturity securities, $29 million of options, and $3 million of cash and cash equivalents as of September 30, 2025.

In addition to the above, the Company cedes a portion of its group health, extended term insurance, and paid-up life insurance and substantially all of its individual disability income business through various coinsurance agreements.
Assumed Reinsurance
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
In addition to the sale of insurance products, the Company currently assumes risk from professional reinsurers. The Company also had a run-off portfolio of assumed reinsurance liabilities at CSLRC which was sold to Venerable in June 2021. The Company assumes accident, life, health, annuity (including products covering GMDB and GMIB benefits), aviation, special risk and space risks by participating in or reinsuring various reinsurance pools and arrangements.
The following table summarizes the ceded GMIB reinsurance contracts, third-party recoverables, amount due to reinsurance and assumed reserves:
September 30, 2025 December 31, 2024
(in millions)
Ceded Reinsurance:
Estimated net fair values of purchased market risk benefits (1)
 $ 5,415  $ 7,376 
Third-party reinsurance recoverables related to insurance contracts 20,025  7,899 
Top reinsurers:
First Allmerica-GAF 3,087  3,245 
Zurich Life Insurance Company, Ltd. 1,157  2,444 
RGA Reinsurance Company 1,920  1,205 
Ceded group health reserves 56  53 
Amount due to reinsurers 1,451  1,421 
Top reinsurers:
RGA Reinsurance Company 1,159  2,187 
First Allmerica-GAF 76  77 
Protective Life Insurance Company 95  106 
Assumed Reinsurance:
Reinsurance assumed reserves $ 630  $ 647 
_____________
(1)The estimated fair values of purchased MRB risks decreased $(2.0) billion for the nine months ended September 30, 2025 and $(2.1) billion for the year ended December 31, 2024.
21)    REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
During the period ended March 31, 2025, the Company identified an immaterial error related to the initial bookkeeping of ceded accrued fees within policyholders’ account balance ultimately impacting the initial deposit accounting of a reinsurance transaction. The impact of this error to prior periods’ financial statements was not considered to be material. To improve the consistency and comparability of the financial statements, management voluntarily revised the financial statements to include the revisions discussed herein. As a result of the determination to revise previously issued financial statements for the deposit accounting discussed above, management also has corrected other previously identified but uncorrected errors and errors recorded in incorrect periods including, a) pension liability overstatement due to a reconciling item, b) incorrect FX impacting the FABN carrying value, c) incorrect inputs ratio in our MRB modeling and incorrect inputs in the deposit accounting calculation, d) the hedging impact of Treasury Inflation-Protected Securities (TIPS) hedging income was incorrectly recorded in Accumulated other comprehensive income, e) error in the manual accrual in an input calculation in the treasury package overstating Policyholders’ account balance and Interest credited to policyholders, f) incorrect actuarial indication impacting the Liability for MRB and purchased MRB, and g) incorrect allocation of earned premiums to loss ratio impacting reserves.
Management assessed the materiality of this change within prior period financial statements based upon SEC Staff Accounting Bulletin Number 99, Materiality, which is since codified in ASC 250, Accounting Changes and Error Corrections. The prior period comparative financial statements that are presented herein have been revised.
The following tables present line items for prior period financial statements that have been affected by the revision. For these line items, the tables detail the amounts as previously reported, the impact upon those line items due to the revision, and the amounts as currently revised within the financial statements.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

September 30, 2024
As Previously
Reported		 Impact of Revisions As Revised
(in millions)
Consolidated Balance Sheets:
ASSETS
Investments:
Amounts due from reinsurers $ 8,222  $ (154) $ 8,068 
Current and deferred income taxes 1,701  6  1,707 
Total Assets $ 298,989  $ (148) $ 298,841 
LIABILITIES
Policyholders’ account balances $ 107,433  $ (29) $ 107,404 
Amounts due to reinsurers 1,421  5  1,426 
Other liabilities 6,645  (105) 6,540 
Total Liabilities 292,791  (129) 292,662 
EQUITY
Retained earnings 9,977  (13) 9,964 
Accumulated other comprehensive income (loss) (6,595) (6) (6,601)
Total equity attributable to Holdings 3,220  (19) 3,201 
Total Equity 4,975  (19) 4,956 
Total Equity and Redeemable NCI 6,198  (19) 6,179 
Total Liabilities, Redeemable Noncontrolling Interest and Equity $ 298,989  $ (148) $ 298,841 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued







Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
As Previously
Reported		 Impact of Revisions As Revised As Previously
Reported		 Impact of Revisions As Revised
(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES
Premiums $ 313  $ (1) $ 312  $ 870  $ 9  $ 879 
Net investment income (loss) 1,309  (1) 1,308  3,694  (9) 3,685 
Other income 301  (1) 300  989  (6) 983 
Total revenues 3,076  (3) 3,073  8,816  (6) 8,810 
BENEFITS AND OTHER DEDUCTIONS
Remeasurement of liability for future policy benefits 16  (17) (1) 9  (12) (3)
Change in market risk benefits and purchased market risk benefits 79  18  97  (1,154) 31  (1,123)
Interest credited to policyholders’ account balances 708  (7) 701  1,879  —  1,879 
Total benefits and other deductions 3,090  (6) 3,084  7,902  19  7,921 
Income (loss) from continuing operations, before income taxes (14) 3  (11) 914  (25) 889 
Income tax (expense) benefit 40  (1) 39  (106) 5  (101)
Net income (loss) 26  2  28  808  (20) 788 
Net income (loss) attributable to Holdings (134) 2  (132) 408  (20) 388 
Net income (loss) available to Holdings’ common shareholders $ (148) $ 2  $ (146) $ 354  $ (20) $ 334 
EARNINGS PER COMMON SHARE
Basic $ (0.47) $ 0.01  $ (0.46) $ 1.09  $ (0.06) $ 1.03 
Diluted $ (0.47) $ 0.01  $ (0.46) $ 1.08  $ (0.06) $ 1.02 

Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
As Previously
Reported		 Impact of Revisions As Revised As Previously
Reported		 Impact of Revisions As Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss) $ 26  $ 2  $ 28  $ 808  $ (20) $ 788 
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment 2,255  1  2,256  1,334  —  1,334 
Change in market risk benefits - instrument-specific credit risk (5) 25  20  (133) 14  (119)
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment 11  (1) 10  29  —  29 
Foreign currency translation adjustment 20  (1) 19  17  —  17 
Total other comprehensive income (loss), net of income taxes 2,058  24  2,082  1,189  14  1,203 
Comprehensive income (loss) 2,084  26  2,110  1,997  (6) 1,991 
Comprehensive income (loss) attributable to Holdings $ 1,916  $ 26  $ 1,942  $ 1,590  $ (6) $ 1,584 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued


Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
As Previously
Reported		 Impact of Revisions As Revised As Previously
Reported		 Impact of Revisions As Revised
(in millions)
Consolidated Statements of Equity:
Equity, beginning of period
 $ 3,385  $ (46) $ 3,339  $ 4,388  $ (13) $ 4,375 
Total Holdings’ equity, beginning of period 1,644  (46) 1,598  2,649  (13) 2,636 
Retained earnings, beginning of year 10,317  (16) 10,301  10,243  7  10,250 
Net income (loss) attributable to Holdings (134) 2  (132) 408  (20) 388 
Other (2) 1  (1) (1) —  (1)
Retained earnings, end of period 9,977  (13) 9,964  9,977  (13) 9,964 
Accumulated other comprehensive income (loss), beginning of year (8,645) (30) (8,675) (7,777) (20) (7,797)
Other comprehensive income (loss) 2,050  24  2,074  1,182  14  1,196 
Accumulated other comprehensive income (loss), end of period (6,595) (6) (6,601) (6,595) (6) (6,601)
Total Holdings’ equity, end of period 3,220  (19) 3,201  3,220  (19) 3,201 
Total equity, end of period $ 4,975  $ (19) $ 4,956  $ 4,975  $ (19) $ 4,956 

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EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 2024
As Previously
Reported		 Impact of Revisions As Revised
(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss) $ 808  $ (20) $ 788 
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Amortization and depreciation 640  6  646 
Remeasurement of liability for future policy benefits 9  (12) (3)
Change in market risk benefits (1,154) 31  (1,123)
Reinsurance recoverable (612) (2) (614)
Current and deferred income taxes 181  (5) 176 
Other, net 255  2  257 
Net cash provided by (used in) operating activities $ 1,606  $ —  $ 1,606 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22)     SUBSEQUENT EVENTS
ASR
In September 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $125 million of Holdings’ common stock. Pursuant to the ASR, on October 2, 2025, Holdings made a pre-payment of $125 million and received initial delivery of 2.0 million shares. The ASR terminated in October 2025, at which time an additional 520,342 shares of common stock were received.
Funding Agreement
In October 2025, the Company received proceeds of $678 million from the issuance of a funding agreement to an SPV as part of our spread lending activities. The funding agreement matures in November 2033 and will be reported in Policyholders’ account balances in the consolidated balance sheets in subsequent periods.
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Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in its entirety and in conjunction with the consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).
In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Regarding Forward-Looking Statements and Information. Investors are directed to consider the risks and uncertainties discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as in other documents we have filed with the SEC.
Executive Summary
Overview
We are one of America’s leading financial services companies, providing: (i) advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations; and (ii) a wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for clients worldwide.
As previously announced, effective July 1, 2025, our financial reporting presentation was revised to reflect the reorganization of the Company’s reportable segments to reflect how the Company’s chief operating decision maker now makes operating decisions and assesses performance. We now manage our business through three segments: Retirement, Asset Management and Wealth Management. We report certain activities and items that are not included in these segments in Corporate and Other. Prior period results have been revised in connection with updates to our reportable segments. Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.
We benefit from our complementary mix of businesses. This business mix provides diversity in our earnings sources, which helps offset fluctuations in market conditions and variability in business results, while offering growth opportunities.
Overview of Recent Developments
RGA Reinsurance Transaction
On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A (each a “Ceding Company” and, collectively, the “Ceding Companies”), completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each Ceding Company, to effect the RGA Reinsurance Transaction.
At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each ceding company ceded to RGA a 75% quota share of such ceding company’s in-force individual life insurance block and Closed Block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts relating to the applicable reinsured contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The reinsurance agreements also contain additional counterparty risk management and mitigation provisions. Each ceding company will continue to administer the applicable reinsured contracts.
As part of the transaction, on June 16, 2025, ABLP entered into an investment advisory agreement with RGA, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the reinsurance agreements.

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Novation
Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.
As a result of the novation of certain Legacy VA policies completed during the first quarter 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the purchased MRB asset of $2.0 billion and the reduction of Liability for MRBs of $1.6 billion, offset by a decrease in reinsurance deposit liability of $183 million. Purchased MRB asset reduction is larger than the direct MRB liability reduction since the Venerable reinsurance assets sit in a collateralized trust and thus materially reduce the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base contracts and the contracts in payout status is less material, as the decrease in policyholders’ account balance of $33 million and decrease in liability for future policyholders’ benefits of $458 million are largely offset by a decrease in Amounts due to reinsurers of $432 million.
Tender Offer and AB Unit Exchange
On February 24, 2025, Holdings commenced the AB Tender Offer to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased (the “Purchase”) 19.7 million AB Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.
Macroeconomic and Industry Trends
Our business and consolidated results of operations are significantly affected by economic conditions and consumer confidence, conditions in the global capital markets and the interest rate environment.
Financial and Economic Environment
U.S. equity markets delivered strong returns in the third quarter of 2025, benefitting from resilient consumer spending, benign inflation readings and strong GDP growth. Earnings momentum also supported the equity rally, with consensus estimates indicating a year-over-year earnings growth of approximately 7-8% for the S&P 500 in the third quarter of 2025. The S&P 500 returned 8.1% during the current quarter, reaching record highs. Market breadth improved notably, with small-cap stocks outperforming large-caps, driving 12.4% returns for the Russell 2000 in the current quarter. The rally was led by the information technology and communication services sectors while sectors like energy and utilities lagged, constrained by volatile commodity prices and margin pressure. While AI-levered companies continued to drive outsized gains, the strength in small- and mid-cap segments lent confidence in broader participation.
That said, a wide variety of factors continue to cause market volatility and heighten concerns regarding inflation. These factors include, among others, uncertainty regarding the federal debt limit, decreased discretionary consumer spending, increased tariffs and other trade restrictions and barriers, interest rate changes, high fuel and energy costs, ongoing economic disruption, the possibility of an economic recession, and other macroeconomic factors, geopolitical events and uncertainty, including the effects of the U.S. federal government shutdown, the Ukraine-Russia conflict and conflict in the Middle East. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and the Economy—Conditions in the global capital markets and the economy and Equity market declines and volatility” in the 2024 Form 10-K.
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Stressed conditions, volatility and disruptions in the capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio. In addition, our insurance liabilities and derivatives are sensitive to changing market factors, including equity market performance and interest rates. An increase in market volatility could continue to affect our business, including through effects on the yields we earn on invested assets, changes in required reserves and capital and fluctuations in the value of our AUM, AV or AUA from which we derive our fee income. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation and levels of global trade.
The potential for increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. In addition, this environment could make it difficult to consistently develop products that are attractive to customers. Financial performance can be adversely affected by market volatility and equity market declines as fees driven by AV and AUM fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.
We monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, annuitization rates and lapse and surrender rates, which change in response to changes in capital market conditions, to ensure that our products and solutions remain attractive and profitable. For additional information on our sensitivity to interest rates and capital market prices, see “Quantitative and Qualitative Disclosures About Market Risk” in the 2024 Form 10-K.
Regulatory Developments
Our U.S. life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. On an ongoing basis, regulators refine capital requirements and introduce new reserving standards. Regulations recently adopted or currently under review can potentially impact our statutory reserve, capital requirements and profitability of the industry and result in increased regulation and oversight for the industry.
Insurance Regulation
Regulation of Investments
The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In 2023, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. Effective January 1, 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual of the NAIC Investment Analysis Office (the “Purposes and Procedures Manual”) to give the NAIC’s Structured Securities Group (“SSG”), housed within the NAIC’s Securities Valuation Office (the “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from credit rating providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage. The Purposes and Procedures Manual requires insurers to begin reporting the financially modeled NAIC Designations for CLOs with their year-end 2025 financial statements, although the NAIC is considering delaying this to year-end 2026. The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.
In related work, the NAIC’s Financial Condition (E) Committee launched a holistic review of the insurance regulatory framework related to insurer investment risk regulation, on which work began in 2023. The primary objective is to enhance the insurance regulatory framework in order to strengthen oversight of insurers’ investments. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel. In July 2025, the Financial Condition (E) Committee approved the formation of three new working groups to assist with implementing enhancements to the framework for regulating insurer investments.
In November 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual that sets forth procedures for SVO staff to identify and evaluate a filing-exempt security with an NAIC Designation determined by a rating that appears to be an unreasonable assessment of investment risk. The procedures include, without limitation, sending an information request to insurers that hold the security under review and determining whether the NAIC Designation is three or more notches different from the SVO’s assessment, which would allow the SVO to request the removal of the credit rating from the filing exempt process.
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At any time during the process, an alternate credit rating may be requested and, if one is received, it will be incorporated into the filing exempt process. The Purposes and Procedures Manual amendment is scheduled to become effective on January 1, 2026.
In February 2025, the NAIC announced the formation of a new Risk-Based Capital Model Governance (EX) Task Force. The purpose of the new task force is to provide executive-level oversight and coordination of the various NAIC groups that are reviewing RBC-related standards. The task force is also charged with completing a comprehensive gap analysis to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments. In September 2025, the task force exposed for comment an updated proposed set of RBC principles with the aim of enhancing RBC precision with respect to asset risk.
Reinsurance
In August 2025, the NAIC adopted an actuarial guideline (“AG 55”) developed by the Life Actuarial (A) Task Force (“LATF”) that subjects certain post January 1, 2016 offshore reinsurance transactions to enhanced asset adequacy testing. The guideline requires asset adequacy testing for long-duration insurance business that relies heavily on asset returns (i.e., “asset-intensive reinsurance transactions”) within the scope of the guideline that either meet certain size-based thresholds or result in significant reinsurance collectability risk (as determined by the cedent’s appointed actuary). Such asset adequacy testing would be performed using a cash flow testing methodology. The actuarial guideline requires disclosure by the ceding insurer, meaning that it will not require that additional reserves be posted at the reinsurer level (although the ceding insurer may decide to post reserves). It is important to note that domestic regulators will continue to have the authority to take action on known issues, or issues that may become known as part of such new reporting, and may require additional analysis or reserves following such disclosure. The Company is preparing to comply with this new guideline, for which reporting will be required with respect to reserves reported as of December 31, 2025 in an insurer’s annual statement. In October 2025, LATF exposed for comment a revised filing template intended to assist ceding insurers in complying with AG 55.
Derivatives Regulation and Clearing of Treasury Securities
In 2023, the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct participant of the agency to submit for clearing eligible secondary market transactions in U.S. Treasury securities. Participants must clear eligible cash transactions in U.S. Treasury securities beginning on December 31, 2026, and eligible repurchase and reverse repurchase transactions in U.S. Treasury securities beginning on June 30, 2027. As a result, certain transactions between such participants and us will be required to be cleared. The rule’s potential effect on the U.S. Treasury markets is uncertain.
Fiduciary Rules
On April 23, 2024, the U.S. Department of Labor (the “DOL”) issued a regulation that changed the definition of “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and parallel provisions of the Internal Revenue Code of 1986, as amended (the “Code”), when a financial professional, including an insurance producer, provides investment advice to investors that are subject to ERISA or to Section 4975 of the Code. Simultaneously, the DOL issued amendments to various existing prohibited transaction exemptions (“PTEs”), including PTE 84-14, that financial professionals rely on when they make investment recommendations to such retirement investors (the new definition of “fiduciary” and the PTE amendments collectively, the “DOL Rule”).
Various industry groups brought litigation against the DOL seeking to overturn the DOL Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas issued a stay of the effective date of portions of the DOL Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas issued a stay of the effective date of the DOL Rule as a whole. The DOL initially appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviews its posture on these cases. The DOL has since indicated that it intends to review and re-issue, likely in revised form, the DOL Rule.
Federal Tax Legislation, Regulation and Administration
Enacted Legislation
On July 4, 2025, President Trump signed into law “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”). This sweeping legislative package is designed to extend the expiring provisions of the Tax Cuts and Jobs Act (“TCJA”) and deliver additional tax relief for individuals and businesses.
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The tax provisions in the OBBBA are not expected to have a material impact on the Company.
For additional information on regulatory developments and the risks we face, see “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks” in the 2024 Form 10-K.
Revenues
Our revenues come from three principal sources:
•fee income derived from our retirement and protection products and our asset management services;
•premiums from our traditional life insurance and annuity products; and
•investment income from our General Account investment portfolio.
Our fee income varies directly in relation to the amount of the underlying AV or benefit base of our retirement and protection products, the amount of AUM and AUA in our Wealth Management business, and the amount of AUM in our Asset Management business. AV and AUM, each as defined in “Key Operating Measures,” are influenced by changes in economic conditions, primarily equity market returns, as well as net flows. Our premium income is driven by the growth in new policies written and the persistency of our in-force policies, both of which are influenced by a combination of factors, including our efforts to attract and retain customers and market conditions that influence demand for our products. Our investment income is driven by the yield on our General Account investment portfolio and is impacted by the prevailing level of interest rates as we reinvest cash associated with maturing investments and net flows to the portfolio.
Benefits and Other Deductions
Our primary expenses are:
•    policyholders’ benefits and interest credited to policyholders’ account balances;
•    sales commissions and compensation paid to intermediaries and advisors that distribute our products and services; and
•    compensation and benefits provided to our employees and other operating expenses.
Policyholders’ benefits are driven primarily by mortality, customer withdrawals, and benefits which change in response to changes in capital market conditions. In addition, some of our policyholders’ benefits are directly tied to the AV and benefit base of our variable annuity products. Interest credited to policyholders varies in relation to the amount of the underlying AV or benefit base. Sales commissions and compensation paid to intermediaries and advisors vary in relation to premium and fee income generated from these sources, whereas compensation and benefits to our employees are more constant and impacted by market wages and decline with increases in efficiency. Our ability to manage these expenses across various economic cycles and products is critical to the profitability of our company.
Net Income Volatility
We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. We are using a combination of General Account assets and derivatives to manage duration gap on an economic basis. The changes in the values of the derivatives associated with these programs due to equity and interest rate movements, together with the GMxB MRBs assets and liabilities are recognized in net income in the periods in which they occur, while the General Account asset gains and losses are recognized in OCI resulting in an offset between OCI and net income. In addition, we conduct macro hedging to protect our statutory capital which could also cause net income volatility as further described below. Net income is also impacted by changes in our reinsurers credit spread, while changes in the Company’s credit spread is recorded in OCI. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMxB Reinsurance on Results.”
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In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in additional net income volatility on a period-over-period basis.
Due to the impacts on our net income of equity market and interest rate movements and other items that are not part of the underlying profitability drivers of our business, we evaluate and manage our business performance using Non-GAAP Operating Earnings, a Non-GAAP financial measure that is intended to remove these impacts from our results. See “—Key Operating Measures—Non-GAAP Operating Earnings.”
Significant Factors Impacting Our Results
The following significant factors have impacted, and may in the future impact, our financial condition, results of operations or cash flows.
Impact of Hedging and GMxB Reinsurance on Results
We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. These programs include:
•Variable annuity hedging programs. We use a dynamic hedging program (within this program, generally, we reevaluate our economic exposure at least daily and rebalance our hedge positions accordingly) to mitigate certain risks associated with the GMxB features that are embedded in our liabilities for our variable annuity products. This program utilizes various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in the equity markets and interest rates. Although this program is designed to provide a measure of economic protection against the impact of adverse market conditions, it does not qualify for hedge accounting treatment. Accordingly, changes in value of the derivatives will be recognized in the period in which they occur with offsetting changes in reserves recognized in the current period. In addition, we utilize AFS fixed maturity securities in our General Account to mitigate the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in interest rates. However, the economic effect of interest rate changes on such securities is reflected in OCI, which results in net income volatility as the economic effect of interest rates on our GMxB MRB liabilities is reflected in net income.
•In addition to our dynamic hedging program, we have a hedging program using static hedge positions (derivative positions intended to be HTM with less frequent re-balancing) to protect our statutory capital against stress scenarios. This program, in addition to our dynamic hedge program, has increased the size of our derivative positions, resulting in additional net income volatility. The impacts are most pronounced for variable annuity products.
•GMxB reinsurance contracts. Historically, GMxB reinsurance contracts were used to cede to non-affiliated reinsurers a portion of our exposure to variable annuity products that offer GMxB features. We account for the reinsurance contracts as MRBs and report them at fair value. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees.
Effect of Assumption Updates on Operating Results
During the third quarter of each year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and MRBs for our Retirement business and blocks of policies reported in Corporate and Other. (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgment and reflect our best estimate as of the date of the applicable financial statements.
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Most of the variable annuity products, variable universal life insurance and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Accounts liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits, MRBs and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are updated annually to estimate the value of future death, morbidity or income benefits; (ii) universal life insurance and variable life insurance secondary guarantees for which benefit liabilities are determined by estimating the expected value of death benefits payable when the account balance is projected to be zero and recognizing those benefits ratably over the accumulation period based on total expected assessments; and (iii) certain product guarantees reported as MRBs at fair value.
For further details of our accounting policies and related judgments pertaining to assumption updates, see Note 2 of the Notes to the Consolidated Financial Statements.
Assumption Updates and Model Changes
We conduct our annual review of our assumptions and models during the third quarter of each year. We also update our assumptions as needed in the event we become aware of economic conditions or events that could require a change in our assumptions that we believe may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact our earnings in the period of the change.
Impact of Assumption Updates and Model Changes on Income from Continuing Operations before income taxes and Net income (loss)
The table below presents the impact of our actuarial assumption update to our income (loss) from continuing operations, before income taxes and net income (loss).
Nine Months Ended September 30,
2025 2024
(in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption update
 $ (78) $ 28 
Assumption updates for other business
 (2) (8)
Impact of assumption updates on Income (loss) from continuing operations, before income tax (80) 20 
Income tax benefit on assumption update 17  (4)
Net income (loss) impact of assumption update
 $ (63) $ 16 
2025 Assumption Updates
The impact of the economic assumption update in the third quarter 2025 was a decrease of $80 million to income (loss) from continuing operations, before income taxes and a decrease to net income (loss) of $63 million.
The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $80 million consisted of an increase in other income of $6 million, an increase in remeasurement of liability for future policy benefits of $3 million, a decrease in policyholders’ benefits of $1 million and an increase in change in MRBs and purchased MRBs of $84 million.
2024 Assumption Updates
The impact of the economic assumption update in the third quarter 2024 was an increase of $20 million to income (loss) from continuing operations, before income taxes and an increase to net income (loss) of $16 million.
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The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $20 million consisted of an increase in other income of $21 million, an increase in remeasurement of liability for future policy benefits of $18 million, a decrease in policyholders’ benefits of $8 million and a decrease in change in MRBs and purchased MRBs of $9 million.
Model Changes
There were no material model changes in the first nine months of 2025 and 2024.
Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating Earnings Adjustments
The table below presents the impact on pre-tax Non-GAAP Operating Earnings of our actuarial assumption updates by segment and Corporate and Other.
Nine Months Ended September 30,
2025 2024
(in millions)
Impact of assumption updates by segment:
Retirement
 3  21 
Corporate and Other
 (2) (17)
Total impact on pre-tax Non-GAAP Operating Earnings $ 1  $ 4 
2025 Assumption Updates
The impact of our 2025 annual review on Non-GAAP Operating Earnings was favorable by $1 million before taking into consideration the tax impacts, or $1 million after tax.
The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $5 million, increased remeasurement of liability for future policy benefits by $5 million, and decreased policyholders’ benefits by $1 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.
2024 Assumption Updates
The impact of our 2024 annual review on Non-GAAP Operating Earnings was favorable by $4 million before taking into consideration the tax impacts, or $3 million after tax.
The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $13 million, increased remeasurement of liability for future policy benefits by $18 million and decreased policyholders’ benefits by $9 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.
Key Operating Measures
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, and Non-GAAP operating common EPS, each of which is a measure that is not determined in accordance with U.S. GAAP. Management principally uses these Non-GAAP financial measures in evaluating performance because they present a clearer picture of our operating performance and they allow management to allocate resources. Similarly, management believes that the use of these Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide investors with a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These Non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is a mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled Non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our Non-GAAP financial measures may not be comparable to similar measures used by other companies.
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We also discuss certain operating measures, including AUM, AUA, AV, policy reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings is an after-tax Non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and the variable annuity product MRBs. This is a large source of volatility in net income.
Non-GAAP Operating Earnings equals our consolidated after-tax net income attributable to Holdings adjusted to eliminate the impact of the following items:
•Items related to variable annuity product features, which include: (i) changes in the fair value of MRB and purchased MRB, including the related attributed fees and claims, offset by derivatives and other securities used to hedge the MRB which result in residual net income volatility as the change in fair value of certain securities is reflected in OCI and due to our statutory capital hedge program; and (ii) market adjustments to deposit asset or liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk;
•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
•Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;
•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and realized capital gains/losses from sales or disposals of select securities, certain legal accruals; a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and
•Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period and changes to the deferred tax valuation allowance.
In the third quarter of 2025, the Company updated its net investment income (“NII”) segment reporting to better align with our GAAP segments, as well as the reporting of our spread lending programs' income and expenses. Previously, direct and allocated segment NII were recorded based on assets tied to statutory asset tagging and net statutory liabilities for allocation. To better align with our GAAP segments, the Company changed the recording methodology for direct NII. It is now based on the book yields of assets tied to specific segments, considering general account values plus reserves, net of embedded derivatives. Indirect NII, which was previously allocated based on net statutory liabilities, is now allocated based on general account values and reserves, net of embedded derivatives. Additionally, revenues and expenses from our spread lending programs are now primarily recorded within the Retirement segment. Previously, spread lending revenues and expenses were recorded in Corporate and Other, with the excess of revenues over expenses allocated to the insurance segments based on net statutory liabilities. Prior periods have been revised to reflect these changes.
Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of our underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
We use the prevailing corporate federal income tax rate of 21% while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.
The table below presents a reconciliation of net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:
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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Net income (loss) attributable to Holdings $ (1,309) $ (132) $ (1,595) $ 388 
Adjustments related to:
Variable annuity product features (1)
 978  756  2,123  1,167 
Investment (gains) losses (2) 1,170  46  1,255  101 
Net actuarial (gains) losses related to pension and other postretirement benefit obligations 19  13  41  44 
Other adjustments (3)
(164) 1  (96) 59 
Income tax expense (benefit) related to above adjustments (437) (172) (714) (288)
Non-recurring tax items 198  5  214  18 
Non-GAAP Operating Earnings $ 455  $ 517  $ 1,228  $ 1,489 
_____________
(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million for the nine months ended September 30, 2025.
(2)Includes $1.1 billion as a result of assets transferred related to the reinsurance transaction with RGA for the three and nine months ended September 30, 2025.
(3)Includes a gain of $223 million and $256 million on Non-VA derivatives for the three and nine months ended September 30, 2025, respectively. Also includes $(8) million and $6 million of expense related to a disputed billing practice of an AB third-party service provider for the three and nine months ended September 30, 2025, respectively and certain gross legal expenses related to the COI litigation of $106 million for the nine months ended September 30, 2024.
We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earnings for the previous twelve calendar months by consolidated average equity attributable to Holdings’ common shareholders, excluding AOCI. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities. Therefore, we believe excluding AOCI is more effective for analyzing the trends of our operations.
The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the trailing twelve months:
Trailing Twelve Months Ended September 30, 2025
(Dollars in millions)
Net income (loss) available to Holdings’ common shareholders $ (777)
Average equity attributable to Holdings’ common shareholders, excluding AOCI $ 7,464 
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI (10.4) %
Non-GAAP Operating Earnings available to Holdings’ common shareholders $ 1,669 
Average equity attributable to Holdings’ common shareholders, excluding AOCI $ 7,464 
Non-GAAP Operating ROE 22.4  %
Non-GAAP Operating Common EPS
Non-GAAP operating common EPS is calculated by dividing Non-GAAP Operating Earnings by diluted common shares outstanding. The following table sets forth Non-GAAP operating common EPS:
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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(per share amounts)
Net income (loss) attributable to Holdings
 $ (4.42) $ (0.42) $ (5.27) $ 1.18 
Less: Preferred stock dividends 0.05  0.04  0.16  0.16 
Net income (loss) available to Holdings’ common shareholders (4.47) (0.46) (5.43) 1.02 
Adjustments related to:
Variable annuity product features (1)
 3.30  2.38  7.02  3.56 
Investment (gains) losses (2)
 3.95  0.14  4.15  0.31 
Net actuarial (gains) losses related to pension and other postretirement benefit obligations 0.06  0.04  0.14  0.13 
Other adjustments (3)
 (0.55) —  (0.33) 0.19 
Income tax expense (benefit) related to above adjustments (1.48) (0.54) (2.36) (0.88)
Non-recurring tax items
0.67  0.02  0.71  0.05 
Non-GAAP operating common EPS
 $ 1.48  $ 1.58  $ 3.90  $ 4.38 
______________
(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded a loss of $1.65 for the nine months ended September 30, 2025.
(2)Includes $3.86 and $3.78 as a result of assets transferred related to the reinsurance transaction with RGA for the three and nine months ended September 30, 2025, respectively.
(3)Includes a gain of $0.77 and $0.87 on Non-VA derivatives for the three and nine months ended September 30, 2025, respectively. Also includes $(0.03) and $0.02 of expense related to a disputed billing practice of an AB third-party service provider for the three and nine months ended September 30, 2025, respectively and certain gross legal expenses related to the COI litigation of $0.32 for the nine months ended September 30, 2024.
Assets Under Management
AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our annuity and life insurance policies. Total AUM reflects exclusions between segments to avoid double counting.
Assets Under Administration
AUA includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.
Account Value
AV generally equals the aggregate policy account value of our retirement products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.
Life Reserves
Life Reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in Corporate and Other.
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Consolidated Results of Operations
Our consolidated results of operations are significantly affected by conditions in the capital markets and the economy because we offer market sensitive products. These products have been a significant driver of our results of operations. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risk of movements in the equity markets and interest rates. The volatility in net income attributable to Holdings for the periods presented below results from the mismatch between: (i) the change in carrying value of the reserves for GMDB and certain GMIB features that do not fully and immediately reflect the impact of equity and interest market fluctuations; (ii) the change in fair value of products with the GMIB feature that have a no-lapse guarantee; and (iii) our hedging and reinsurance programs.
Ownership and Consolidation of AllianceBernstein
Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the General Partner of AB. Accordingly, AB’s results are fully reflected in our consolidated financial statements. For additional information on our economic interest in AB, see Note 1 of the Notes to the Consolidated Financial Statements.
Consolidated Results of Operations
The following table summarizes our consolidated statements of income (loss):
Consolidated Statements of Income (Loss)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions, except per share data)
REVENUES
Policy charges and fee income $ 471  $ 626  $ 1,733  $ 1,857 
Premiums 258  312  822  879 
Net derivative gains (losses) (1,117) (714) (1,692) (2,298)
Net investment income (loss) 1,343  1,308  3,946  3,685 
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans 11  (28) (43) (63)
Other investment gains (losses), net (1,181) (18) (1,212) (38)
Total investment gains (losses), net (1,170) (46) (1,255) (101)
Investment management and service fees 1,316  1,287  3,873  3,805 
Other income 349  300  961  983 
Total revenues 1,450  3,073  8,388  8,810 
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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions, except per share data)
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits 452  663  1,998  2,007 
Remeasurement of liability for future policy benefits 59  (1) 44  (3)
Change in market risk benefits and purchased market risk benefits (353) 97  (287) (1,123)
Interest credited to policyholders’ account balances 798  701  2,272  1,879 
Compensation and benefits 601  571  1,794  1,768 
Commissions and distribution-related payments 537  485  1,526  1,385 
Interest expense 61  55  177  174 
Amortization of deferred policy acquisition costs 203  184  584  525 
Other operating costs and expenses 440  329  1,817  1,309 
Total benefits and other deductions 2,798  3,084  9,925  7,921 
Income (loss) from continuing operations, before income taxes (1,348) (11) (1,537) 889 
Income tax (expense) benefit 133  39  189  (101)
Net income (loss) (1,215) 28  (1,348) 788 
Less: Net income (loss) attributable to the noncontrolling interest 94  160  247  400 
Net income (loss) attributable to Holdings (1,309) (132) (1,595) 388 
Less: Preferred stock dividends 16  14  48  54 
Net income (loss) available to Holdings’ common shareholders $ (1,325) $ (146) $ (1,643) $ 334 
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic $ (4.47) $ (0.46) $ (5.43) $ 1.03 
Diluted $ (4.47) $ (0.46) $ (5.43) $ 1.02 
Weighted average common shares outstanding (in millions):
Basic 296.2  318.2  302.4  324.2 
Diluted 296.2  318.2  302.4  327.7 
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Non-GAAP Operating Earnings $ 455  $ 517  $ 1,228  $ 1,489 

The following table summarizes our Non-GAAP Operating Earnings per common share:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(per share amounts)
Non-GAAP Operating Earnings per common share:
Basic $ 1.48  $ 1.58  $ 3.90  $ 4.43 
Diluted $ 1.48  $ 1.58  $ 3.90  $ 4.38 

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
Net Income (Loss) Attributable to Holdings
Net income attributable to Holdings decreased $1.2 billion to a net loss of $1.3 billion for the three months ended September 30, 2025 from a net loss of $132 million in the three months ended September 30, 2024. The following notable items were the primary drivers for the change in net income (loss):
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Unfavorable items included:
•Investment losses increased by $1.1 billion mainly due to the assets transferred related to the reinsurance transaction with RGA.
•Net derivative losses increased by $403 million mainly due to higher equity market appreciation during the third quarter 2025 compared to the third quarter 2024.
•Compensation, benefits, interest and other operating expenses increased by $147 million mainly due to a fair value adjustment of the contingent payment liability recorded in the third quarter 2024 in our Asset Management segment.
•Fee-type revenue decreased by $131 million mainly due to the reinsurance transaction with RGA, partially offset by higher investment base advisory fees and distribution revenue from higher average AUM in our Asset Management segment.
•Interest credited to policyholders’ account balances increased by $97 million mainly due to growth of account values in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.
•Remeasurement of liability for future policy benefits increased by $60 million mainly due to the reactivity of UL NLG reserves to the realized capital losses from the reinsurance transaction with RGA.
•Commissions and distribution-related payments increased by $52 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances in our Wealth Management segment, higher asset-based commissions and sales volume in our Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.
These were partially offset by the following favorable items:
•Change in market risk benefits and purchased market risk benefits decreased by $450 million mainly due to more favorable interest rate movements during the third quarter 2025 compared to the third quarter 2024.
•Policyholders’ benefits decreased by $211 million mainly due to the reinsurance transaction with RGA, partially offset by higher net mortality in our Life business.
•Income tax benefit increased by $94 million primarily due to a higher pre-tax loss for the three months ended September 30, 2025, partially offset by an increase in the valuation allowance of $180 million.
•Net income attributable to noncontrolling interest decreased by $66 million mainly due to lower pre-tax earnings and an increase in average economic ownership of AB.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings decreased by $62 million to $455 million for the three months ended September 30, 2025 from $517 million in the three months ended September 30, 2024. The following notable items were the primary drivers for the change in Non-GAAP Operating Earnings:
Unfavorable items included:
•Fee-type revenue decreased by $134 million mainly due to the reinsurance transaction with RGA, partially offset by higher investment base advisory fees and higher distribution revenue from higher average AUM in our Asset Management segment.
•Interest credited to policyholders’ account balances increased by $111 million mainly due to growth of account values in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.
•Commissions and distribution-related payments increased by $52 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances in our Wealth Management segment, higher asset-based commissions and sales volume in our Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.
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These were partially offset by the following favorable items:
•Policyholders’ benefits decreased by $152 million mainly due to the reinsurance transaction with RGA, partially offset by higher net mortality in our Life business.
•Net investment income increased by $94 million mainly due to higher average asset balances, partially offset by the reinsurance transaction with RGA.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Net Income (Loss) Attributable to Holdings
Net income attributable to Holdings decreased $2.0 billion to a net loss of $1.6 billion during the nine months ended September 30, 2025 from $388 million of net income in the nine months ended September 30, 2024. The following were notable changes in net income (loss):
Unfavorable items included:
•Investment losses increased by $1.2 billion primarily due to the assets transferred related to the reinsurance transaction with RGA, as well as fixed maturity sales and mortgage valuation losses.
•Change in market risk benefits and purchased market risk benefits increased by $836 million mainly due to a decrease in interest rates in the first nine months of 2025 compared to a moderate increase in interest rates in the first nine months of 2024, further driven by less favorable equity market movements in the first nine months of 2025 compared to the first nine months of 2024.
•Compensation, benefits, interest and other operating expenses increased by $537 million mainly due to the Venerable novation loss and a fair value adjustment of the contingent payment liability recorded in the third quarter 2024 in our Asset Management segment.
•Interest credited to policyholders’ account balances increased by $393 million mainly due to growth of account values in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.
•Commissions and distribution-related payments increased by $141 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Retirement segment.
•Fee-type revenue decreased by $135 million mainly driven by the reinsurance transaction with RGA, partially offset by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Wealth Management segment.
•Amortization of DAC increased by $59 million mainly due to growth in our Retirement segment from sales momentum.
These were partially offset by the following favorable items:
•Net derivative losses decreased $606 million primarily driven by lower equity market appreciation during the first nine months of 2025 compared to the first nine months of 2024.
•Net investment income increased by $261 million mainly due to higher average asset balances and higher Alternative investment income, partially offset by the reinsurance transaction with RGA.
•Income tax benefit was $189 million for the first nine months of 2025 compared to income tax expense of $101 million for the first nine months of 2024. This was primarily due to a pre-tax loss in the first nine months of 2025 compared to pre-tax income in the first nine months of 2024, partially offset by an increase in the valuation allowance of $180 million for the nine months ended 2025.
•Net income attributable to noncontrolling interest decreased by $153 million mainly due to lower pre-tax earnings and an increase in average economic ownership of AB.
See “—Significant Factors Impacting Our Results—Effect of Assumption Updates on Operating Results” for more information regarding assumption updates.
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Non-GAAP Operating Earnings
Non-GAAP Operating Earnings decreased by $261 million to $1.2 billion for the nine months ended September 30, 2025 from $1.5 billion in the nine months ended September 30, 2024. The following were notable changes in Non-GAAP Operating Earnings:
Unfavorable items included:
•Interest credited to policyholders’ account balances increased by $402 million mainly due to growth of account values in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.
•Commissions and distribution-related payments increased by $141 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Retirement segment.
•Amortization of DAC increased by $59 million mainly due to growth in our Retirement segment from sales momentum.
•Fee-type revenue decreased by $52 million mainly driven by the reinsurance transaction with RGA, partially offset by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Asset Management and Wealth Management segments.
•Policyholders’ benefits increased by $50 million mainly due to higher net mortality in our Life business, partially offset by the reinsurance transaction with RGA.
These were partially offset by the following favorable items:
•Net investment income increased by $350 million mainly due to higher average asset balances and higher alternative investment income, partially offset by the reinsurance transaction with RGA.
•Income tax expense decreased by $62 million primarily due to lower pre-tax earnings in 2025.
•Net income attributable to the noncontrolling interest decreased by $46 million mainly due to lower gains from consolidated VIEs and an increase in average economic ownership of AB, partially offset by higher AB pre-tax earnings.
Results of Operations by Segment
As previously announced, effective July 1, 2025, our financial reporting presentation was revised to reflect the reorganization of the Company’s reportable segments to reflect how the Company’s chief operating decision maker now makes operating decisions and assesses performance. Prior period results have been revised in connection with updates to our reportable segments.
We manage our business through the following three segments: Retirement, Asset Management and Wealth Management. We report certain activities and items that are not included in our three segments in Corporate and Other. The following section presents our discussion of operating earnings (loss) by segment and trends in AUM, AV and policy reserves, as applicable. Consistent with U.S. GAAP guidance for segment reporting, operating earnings (loss) is our U.S. GAAP measure of segment performance. See Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.
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The following table summarizes operating earnings (loss) on our segments and Corporate and Other:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating earnings (loss) by segment:
Retirement
 $ 401  $ 416  $ 1,129  $ 1,208 
Asset Management
 154  111  411  318 
Wealth Management 59  49  154  135 
Corporate and Other (159) (59) (466) (172)
Non-GAAP Operating Earnings $ 455  $ 517  $ 1,228  $ 1,489 
Effective Tax Rates by Segment
The following table summarizes income tax expense which was allocated to the Company’s business segments:
Nine Months Ended September 30,
2025 2024
(percentages)
Effective Tax Rates by Segment:
Retirement
 13  % 14  %
Asset Management
 25  % 29  %
Wealth Management
 25  % 26  %
Consolidated Non-GAAP Operating Earnings
 19  % 19  %

Retirement
The Retirement segment provides retirement savings and income solutions to individual and institutional clients. Our primary offerings include individual and group annuities, retirement savings plans, and institutional savings products, which we distribute through both proprietary and third-party distribution. Results of our spread lending business are also reported within the Retirement segment.
The following table summarizes operating earnings (loss) of our Retirement segment:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating earnings (loss)
 $ 401  $ 416  $ 1,129  $ 1,208 




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Key components of operating earnings (loss) were:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
REVENUES
Policy charges, fee income and premiums $ 296  $ 305  $ 889  $ 874 
Net investment income 1,112  959  3,140  2,695 
Net derivative gains (losses) (2) (5) (12) (16)
Investment management, service fees and other income 182  180  510  502 
Segment revenues $ 1,588  $ 1,439  $ 4,527  $ 4,055 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits $ 73  $ 83  $ 241  $ 238 
Remeasurement of liability for future policy benefits (1) 1  (2) (1)
Interest credited to policyholders’ account balances 685  520  1,847  1,400 
Commissions and distribution-related payments 153  136  440  383 
Amortization of deferred policy acquisition costs 153  135  435  378 
Compensation, benefits and other operating costs and expenses 86  80  260  249 
Interest expense —  —  1  — 
Segment benefits and other deductions $ 1,149  $ 955  $ 3,222  $ 2,647 

The following table summarizes AV for our Retirement segment:
September 30, 2025 December 31, 2024
(in millions)
AV (1)
General Account $ 93,825  $ 78,361 
Separate Accounts 77,131  72,837 
Total AV $ 170,956  $ 151,198 
_____________
(1)AV presented are net of reinsurance.
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The following table summarizes a roll-forward of AV for our Retirement segment:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Balance, beginning of period $ 161,442  $ 141,529  $ 151,198  $ 128,478 
Gross premiums and deposits
 5,998  5,810  18,215  17,275 
Surrenders, withdrawals and benefits (4,878) (4,146) (13,552) (11,836)
Net flows 1,120  1,664  4,663  5,439 
Change in market value and reinvestment
 4,673  5,026  9,698  9,931 
Change in fair value of embedded derivative instruments 3,721  1,509  5,397  5,880 
Balance, end of period 170,956  149,728  170,956  149,728 
End of period embedded derivative
 21,215  16,043  21,215  16,043 
Balance as of end of period, net of embedded derivative
 149,741  133,685  149,741  133,685 
Total spread lending balances, end of period 16,755  12,973  16,755  12,973 
Reserves, end of period (excluding MRBs) 5,177  5,164  5,177  5,164 
Balance, end of period, General Account asset value $ 171,673  $ 151,822  $ 171,673  $ 151,822 

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 for the Retirement Segment
Operating earnings
Operating earnings decreased $15 million to $401 million during the three months ended September 30, 2025 from $416 million during the three months ended September 30, 2024. The following notable items were the primary drivers of the change in operating earnings:
Unfavorable items included:
•Interest credited to policyholders’ account balances increased by $165 million mainly due to the growth of account values.
•Amortization of DAC increased by $18 million mainly driven by growth in the business from sales momentum.
•Commissions and distribution-related payments increased by $17 million mainly due to higher asset-based commissions and sales volumes.
These were partially offset by the following favorable items:
•Net investment income increased by $153 million mainly due to higher average asset balances.
•Income tax expense decreased by $30 million mainly driven by lower pre-tax earnings and a lower effective rate for the three months ended September 30, 2025.
Net Flows and AV
•Total AV as of September 30, 2025 was $171.0 billion, an increase of $9.5 billion, compared to June 30, 2025. The increase in AV was primarily due to $8.4 billion of market appreciation and change in fair value of embedded derivative instruments in the third quarter 2025 and $1.1 billion of net inflows.
•Net inflows of $1.1 billion were $544 million lower than in the three months ended September 30, 2024, mainly driven by higher outflows, partially offset by higher gross premiums.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 for the Retirement Segment
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Operating earnings
Operating earnings decreased $79 million to $1.1 billion during the nine months ended September 30, 2025 from $1.2 billion during the nine months ended September 30, 2024. The following were notable changes in operating earnings (losses):
Unfavorable items included:
•Interest credited to policyholders’ account balances increased by $447 million mainly due to growth of account values.
•Commissions and distribution-related payments increased by $57 million mainly due to higher asset-based commissions and sales volumes.
•Amortization of DAC increased by $57 million mainly due to growth in the business from sales momentum.
These were partially offset by the following favorable items:
•Net investment income increased by $445 million mainly due to higher average asset balances and higher Alternative investment income.
•Fee-type revenue increased by $23 million mainly due to higher separate account values from market appreciation.
•Income tax expense decreased by $24 million mainly driven by lower pre-tax earnings and a lower effective rate for the nine months ended September 30, 2025.
Net Flows and AV
•The increase in AV of $19.8 billion in the nine months ended September 30, 2025 was driven by an increase in investment performance as a result of market appreciation and change in fair value of embedded derivative instruments of $15.1 billion in the nine months ended September 30, 2025 and net inflows of $4.7 billion.
•Net inflows of $4.7 billion were $0.8 billion lower than in the nine months ended September 30, 2024, mainly driven by higher outflows in the nine months ended September 30, 2025, partially offset by higher gross premiums.
Asset Management
The Asset Management segment provides diversified investment management and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our average economic interest in AB of approximately 69%, 66%, 61% and 61% during the three and nine months ended September 30, 2025 and 2024, respectively. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer completed on April 3, 2025.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating earnings (loss)
 $ 154  $ 111  $ 411  $ 318 

Key components of operating earnings (loss) were:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
REVENUES
Net investment income (loss) $ 14  $ 17  $ 39  $ 32 
Net derivative gains (losses) (4) (16) (28) (22)
Investment management, service fees and other income 1,134  1,085  3,315  3,220 
Segment revenues $ 1,144  $ 1,086  $ 3,326  $ 3,230 
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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
BENEFITS AND OTHER DEDUCTIONS
Commissions and distribution related payments $ 209  $ 192  $ 607  $ 545 
Compensation, benefits and other operating costs and expenses 635  633  1,867  1,909 
Interest expense 7  8  23  37 
Segment benefits and other deductions $ 851  $ 833  $ 2,497  $ 2,491 


Changes in AUM in the Asset Management segment were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
 
 (in billions)
Balance, beginning of period $ 829.1  $ 769.5  $ 792.2  $ 725.2 
Long-term flows
Sales/new accounts 42.4  35.5  106.4  100.0 
Redemptions/terminations (27.8) (26.4) (88.3) (77.2)
Cash flow/unreinvested dividends (16.9) (8.0) (24.7) (20.3)
Net long-term (outflows) inflows
(2.3) 1.1  (6.6) 2.5 
Market appreciation (depreciation) 33.3  35.3  74.5  78.2 
Net change 31.0  36.4  67.9  80.7 
Balance, end of period $ 860.1  $ 805.9  $ 860.1  $ 805.9 

Average AUM in the Asset Management segment for the periods presented by distribution channel and investment services were as follows:
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
(in billions)
Distribution Channel:
Institutions $ 343.5  $ 328.4  $ 332.7  $ 321.8 
Retail 349.5  324.4  339.2  309.3 
Private Wealth 147.8  133.1  141.9  128.2 
Total $ 840.8  $ 785.9  $ 813.8  $ 759.3 
Investment Service:
Equity Actively Managed $ 276.1  $ 267.2  $ 266.3  $ 259.6 
Equity Passively Managed (1) 74.3  67.3  70.6  65.0 
Fixed Income Actively Managed – Taxable
 212.8  212.3  211.2  211.0 
Fixed Income Actively Managed – Tax-exempt 82.2  68.6  79.6  65.3 
Fixed Income Passively Managed (1) 10.1  11.3  10.2  11.2 
Alternatives/Multi-Asset Solutions (2)
 185.3  159.2  175.9  147.2 
Total $ 840.8  $ 785.9  $ 813.8  $ 759.3 
____________
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity of fixed income services.
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Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 for the Asset Management Segment
Operating earnings
Operating earnings increased $43 million to $154 million during the three months ended September 30, 2025 from $111 million during the three months ended September 30, 2024. The following notable items were the primary drivers of the change in operating earnings:
Favorable items included:
•Fee-type revenue increased by $49 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, partially offset by lower revenue from performance fees.
•Net derivative losses decreased by $12 million mainly due to lower losses from economically hedging seed capital investments (partially offset by Net investment income).
These were partially offset by the following unfavorable items included:
•Commissions and distribution-related payments increased by $17 million mainly due to higher payments for the distribution of AB mutual funds resulting from higher average AUM.
Long-Term Net Flows and AUM
•Total AUM as of September 30, 2025 was $860.1 billion, up $31.0 billion or 3.7%, compared to June 30, 2025. During the third quarter 2025, AUM increased as a result of market appreciation of $33.3 billion, partially offset by net outflows of $2.3 billion. Market appreciation was attributed to Retail of $13.2 billion, Institutions of $13.2 billion, and Private Wealth of $6.9 billion. Net outflows were due to Institutions net outflows of $1.8 billion, Retail net outflows of $1.7 billion, partially offset by Private Wealth net inflows of $1.2 billion.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 for the Asset Management Segment
Operating earnings
Operating earnings increased $93 million to $411 million during the nine months ended September 30, 2025 from $318 million in the nine months ended September 30, 2024. The following were notable changes in operating earnings (losses):
Favorable items included:
•Fee-type revenue increased by $95 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.
•Compensation, benefits, interest expense and other operating costs decreased by $56 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville.
•Net income attributable to noncontrolling interest decreased by $10 million due to an increase in average economic ownership of AB, partially offset by higher pre-tax earnings.
These were partially offset by the following unfavorable items:
•Commissions and distribution-related payments increased by $62 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM.
Long-Term Net Flows and AUM
•Total AUM as of September 30, 2025 was $860.1 billion, up $67.9 billion, or 8.6%, compared to December 31, 2024. The increase is primarily the result of market appreciation of $74.5 billion, partially offset by net outflows of
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$6.6 billion. Market appreciation of $74.5 billion is attributed to Institutions of $32.2 billion, Retail of $27.6 billion and Private Wealth of $14.7 billion. Net outflows were driven by Retail net outflows of $5.6 billion and Institutions net outflows of $2.7 billion, partially offset by Private Wealth net inflows of $1.7 billion.
Wealth Management
The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.
The following table summarizes operating earnings (loss) of our Wealth Management segment:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating earnings (loss)
 $ 59  $ 49  $ 154  $ 135 


Key components of operating earnings (loss) were:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
REVENUES
Net investment income $ 3  $ 4  $ 8  $ 12 
Investment management, service fees and other income 496  445  1,422  1,300 
Segment revenues $ 499  $ 449  $ 1,430  $ 1,312 
BENEFITS AND OTHER DEDUCTIONS
Commissions and distribution-related payments $ 320  $ 281  $ 909  $ 823 
Compensation, benefits and other operating costs and expenses 101  103  315  306 
Segment benefits and other deductions $ 421  $ 384  $ 1,224  $ 1,129 
The following table summarizes revenue by activity type for our Wealth Management segment:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Revenue by Activity Type
Investment management, service fees and other income:
Investment management and advisory fees $ 197  $ 167  $ 562  $ 477 
Distribution fees 280  262  811  775 
Interest income 11  12  32  37 
Service and other income 8  4  17  11 
Total Investment management, service fees and other income $ 496  $ 445  $ 1,422  $ 1,300 

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The following table summarizes a roll-forward of AUA for our Wealth Management segment:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Total Wealth Management Assets
Advisory assets:
Beginning, beginning of period $ 73,293  $ 60,134  $ 65,839  $ 54,978 
Net new assets
 2,210  2,064  6,218  3,627 
Market appreciation (depreciation) and other
 3,875  3,069  7,321  6,662 
Advisory ending assets $ 79,378  $ 65,267  $ 79,378  $ 65,267 
Brokerage and direct assets $ 38,818  $ 36,220  $ 38,818  $ 36,220 
Balance, end of period (1)
 $ 118,196  $ 101,487  $ 118,196  $ 101,487 
_____________
(1)Some operating metrics have been revised for prior periods. Net New Assets consist of total client deposits into advisory accounts less total client withdrawals from advisory accounts, plus dividends, plus interest, minus advisory fees. AUA reflects adjusted balances with no financial impact.
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 for the Wealth Management Segment
Operating earnings
Operating earnings increased by $10 million to $59 million during the three months ended September 30, 2025 from $49 million in the three months ended September 30, 2024. The following were notable changes in operating earnings:
Favorable items included:
•Investment management, service fees and other income increased by $51 million mainly due to higher advisory fee type revenue attributed to higher average assets balances combined with increased distribution fees from higher retirement sales.
These were partially offset by the following unfavorable items:
•Commissions and distribution-related payments increased by $39 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances.
Net Flows and AV
•The increase in AUA of $6.1 billion in the three months ended September 30, 2025 was mainly driven by market appreciation and strong advisory net flows of $2.2 billion.
•Advisory net inflows of $2.2 billion were $146 million higher than in the three months ended September 30, 2024 mainly driven by increased sales.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 for the Wealth Management Segment
Operating earnings
Operating earnings increased $19 million to $154 million during the nine months ended September 30, 2025 compared to $135 million in the nine months ended September 30, 2024. The following were notable changes in operating earnings:
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Favorable items included:
•Investment management, service fees and other income increased by $122 million mainly due to higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales.
These were partially offset by the following unfavorable items:
•Commissions and distribution-related payments increased by $86 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.
•Compensation, benefits and other operating costs and expenses increased by $9 million mainly due to higher variable compensation from higher sales, partially offset by a one-time reserve release which reflects better emerging experience on the loans we have made to recruit experienced advisors.
Net Flows and AUA
•The increase in AUA of $13.5 billion in the nine months ended September 30, 2025 was mainly driven by strong advisory net flows of $6.2 billion and market appreciation.
•Net new assets of $6.2 billion were $2.6 billion higher than in the nine months ended September 30, 2024 driven by higher inflows.
Corporate and Other
Corporate and Other includes the Closed Block, results from our run-off blocks of business, and certain strategic investments and unallocated items, including interest and corporate expenses. In addition, beginning with the third quarter of 2025, results for the Individual Life and Employee Benefits businesses are reported in Corporate and Other. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.
The following table summarizes operating earnings (loss) of Corporate and Other:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating earnings (loss) $ (159) $ (59) $ (466) $ (172)
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Key components of operating earnings (loss) were:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
REVENUES
Policy charges, fee income and premiums $ 433  $ 633  $ 1,666  $ 1,862 
Net investment income 187  248  695  812 
Net derivative gains (losses) (13) (6) (16) (17)
Investment management, service fees and other income 134  145  389  440 
Segment revenues $ 741  $ 1,020  $ 2,734  $ 3,097 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits $ 438  $ 580  $ 1,816  $ 1,769 
Remeasurement of liability for future policy benefits 16  (2) 2  (2)
Interest credited to policyholders’ account balances 96  150  402  447 
Commissions and distribution-related payments 82  88  237  260 
Amortization of deferred policy acquisition costs 50  49  149  147 
Compensation, benefits and other operating costs and expenses 161  138  476  458 
Interest expense 61  57  184  171 
Segment benefits and other deductions $ 904  $ 1,060  $ 3,266  $ 3,250 
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 for Corporate and Other
Operating earnings (losses)
Operating losses increased by $100 million to $159 million during the three months ended September 30, 2025 from an operating loss of $59 million during the three months ended September 30, 2024. The following were notable changes in operating earnings:
Unfavorable items included:
•Fee-type revenue decreased by $211 million primarily due to the reinsurance transaction with RGA.
•Net investment income decreased by $61 million primarily due to the reinsurance transaction with RGA.
•Compensation, benefits, interest expense and other operating costs increased by $27 million primarily due to a one-time adjustment.
These were partially offset by the following favorable items:
•Policyholders’ benefits decreased by $142 million primarily due to the reinsurance transaction with RGA, partially offset by higher net mortality in our Life business.
•Interest credited to policyholders’ account balances decreased by $54 million primarily due to the reinsurance transaction with RGA.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 for Corporate and Other
Operating earnings (losses)
Operating losses increased by $294 million to $466 million during the nine months ended September 30, 2025 from an operating loss of $172 million during the nine months ended September 30, 2024. The following were notable changes in operating earnings:
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Unfavorable items included:
•Fee-type revenue decreased by $247 million primarily due to the reinsurance transaction with RGA.
•Net investment income decreased by $117 million primarily due to lower average balances primarily related the reinsurance transaction with RGA.
•Policyholders’ benefits increased by $47 million primarily due to higher net mortality in the Life business, partially offset by the impact of the reinsurance transaction with RGA.
These were partially offset by the following favorable items:
•Interest credited to policyholders’ account balances decreased by $45 million primarily due to the reinsurance transaction with RGA.
•Income tax benefit increased by $49 million primarily due to higher operating losses.
•Net income attributable to noncontrolling interest decreased by $36 million primarily due to lower pre-tax earnings.
General Account Investment Portfolio
Our investment philosophy is driven by our long-term commitments to clients, robust risk management and strategic asset allocation. Our General Account investment portfolio investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation and investment return, subject to duration and liquidity requirements by product as well as diversification of investment risks. Investment activities are undertaken based on established investment guidelines and are required to comply with applicable laws and insurance regulations.
Risk tolerances are established for credit risk, market risk, liquidity risk and concentration risk across issuers and asset classes, each of which seek to mitigate the impact of cash flow variability arising from these risks. Significant interest rate increases and market volatility since 2022 have reduced the fair value of fixed maturities from a net unrealized gain position to a net unrealized loss. As a part of asset and liability management, we maintain a weighted average duration for our General Account investment portfolio that is within an acceptable range of the estimated duration of our liabilities given our risk appetite and hedging programs.
The General Account investment portfolio consists largely of investment grade fixed maturities, short-term investments, commercial, agricultural and residential mortgage loans, alternative investments and other financial instruments. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, agency and non-agency mortgage-backed securities and asset-backed securities. In addition, from time to time we use derivatives to hedge our exposure to equity markets, interest rates, foreign currency and credit spreads.
We incorporate ESG factors into the investment processes for a significant portion of our General Account portfolio. As investors with a long-term horizon, we believe that companies with sustainable practices are better positioned to deliver value to stakeholders over an extended period. These companies are more likely to increase sales through sustainable products, reduce energy costs and attract and retain talent. This belief underpins our approach to sustainable investing, where we seek to enhance the sustainability and quality of our investment portfolio.
Investments in our surplus portfolio are generally comprised of a mix of fixed maturity investment grade and below investment grade securities as well as various alternative investments, primarily private equity and real estate equity. Although alternative investments are subject to period over period earnings fluctuations, they have historically achieved returns in excess of the fixed maturity portfolio.
The General Account investment portfolio reflects certain differences from the presentation of the U.S. GAAP Consolidated Financial Statements. This presentation is consistent with how we manage the General Account investment portfolio. For further investment information, see Note 3 and Note 4 of the Notes to the Consolidated Financial Statements.
Investment Results of the General Account Investment Portfolio
The following table summarizes the General Account investment portfolio results with Non-GAAP Operating Earnings adjustments by asset category for the periods indicated. This presentation is consistent with how we measure investment performance for management purposes.
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Three Months Ended September 30,
2025 2024
Yield Amount (2) Yield Amount (2)
(Dollars in millions)
Fixed Maturities:
Income (loss) 4.37  % $ 912  4.43  % $ 887 
Ending assets 80,416  81,072 
Mortgages:
Income (loss) 4.95  % 270  5.15  % 245 
Ending assets 22,150  19,238 
Other Equity Investments: (1)
Income (loss) 5.58  % 50  5.47  % 49 
Ending assets 3,527  3,540 
Trading Securities:
Income (loss) 12.45  % 25  4.99  % 7 
Ending assets 863  497 
Policy Loans:
Income (loss) 4.55  % 35  5.34  % 57 
Ending assets 1,855  4,293 
Cash and Short-term Investments:
Income (loss) 3.80  % 107  4.31  % 61 
Ending assets 10,200  5,456 
Total:
Investment income (loss) 4.51  % 1,399  4.62  % 1,306 
Less: investment fees (3) (0.16) % (51) (0.17) % (49)
Investment Income, Net 4.35  % 1,348  4.44  % 1,257 
Ending Net Assets $ 119,011  $ 114,096 
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Nine Months Ended September 30, Year Ended December 31
  2025 2024 2024
  Yield Amount (2)
Yield
Amount (2)
 Yield
Amount (2)
(Dollars in millions)
Fixed Maturities:
Income (loss) 4.37  % $ 2,771  4.39  % $ 2,535  4.39  % $ 3,447 
Ending assets 80,416  81,072  84,202 
Mortgages:
Income (loss) 4.97  % 786  5.12  % 718  5.14  % 973 
Ending assets 22,150  19,238  20,072 
Other Equity Investments: (1)
Income (loss) 5.70  % 151  5.98  % 159  5.75  % 203 
Ending assets 3,527  3,540  3,495 
Trading Securities:
Income (loss) 10.63  % 54  4.81  % 9  5.07  % 16 
Ending assets 863  497  527 
Policy Loans:
Income (loss) 4.83  % 142  5.27  % 167  5.31  % 225 
Ending assets 1,855  4,293  4,330 
Cash and Short-term Investments: (3)
Income (loss) 4.03  % 233  4.64  % 207  4.89  % 266 
Ending assets 10,200  5,456  3,259 
Total:
Investment income (loss) 4.54  % 4,137  4.61  % 3,795  4.63  % 5,130 
Less: investment fees
(0.16) % (148) (0.17) % (137) 0.16  % (180)
Investment Income, Net 4.38  % 3,989  4.44  % 3,658  4.46  % 4,950 
Ending Net Assets $ 119,011  $ 114,096  $ 115,885 
_____________
(1)Includes, as of September 30, 2025, September 30, 2024 and December 31, 2024 respectively, $424 million, $412 million and $431 million of other invested assets. Amounts for certain consolidated VIE investments are shown net of associated non-controlling interest.
(2)Amount for fixed maturities and mortgages represents original cost, reduced by repayments, write-downs, adjusted amortization of premiums, accretion of discount and allowances. Cost for equity securities represents original cost reduced by write-downs; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.
(3)Cash and Short-term net of collateral expense.
AFS Fixed Maturities
The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. The below investment grade securities in the General Account investment portfolio consist of loans to middle market companies, public high yield securities, bank loans, as well as “fallen angels,” originally purchased as investment grade investments.
AFS Fixed Maturities by Industry
The following table sets forth these fixed maturities by industry category along with their associated gross unrealized gains and losses:
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AFS Fixed Maturities by Industry (1)
Amortized Cost
Allowance for Credit Losses
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Percentage of Total (%)
(Dollars in millions)
As of September 30, 2025
Corporate Securities:
Finance $ 14,053  $ —  $ 166  $ 931  $ 13,288  18  %
Manufacturing 10,068  —  129  1,029  9,168  12 
Utilities 7,763  —  103  657  7,209  10 
Services 7,031  —  128  697  6,462  8 
Energy 2,338  —  31  201  2,168  3 
Retail and wholesale 3,180  —  54  260  2,974  4 
Transportation 2,125  —  46  191  1,980  3 
Other 384  —  3  28  359  — 
Total corporate securities 46,942  —  660  3,994  43,608  58 
U.S. government 5,042  —  2  1,264  3,780  5 
Residential mortgage-backed (2) 6,589  —  75  98  6,566  9 
Preferred stock 54  —  4  —  58  — 
State & political 388  —  2  70  320  — 
Foreign governments 595  —  3  80  518  1 
Commercial mortgage-backed 4,825  —  26  269  4,582  6 
Asset-backed securities (3) 15,981  —  142  41  16,082  21 
Total $ 80,416  $ —  $ 914  $ 5,816  $ 75,514  100  %
As of December 31, 2024
Corporate Securities:
Finance (4)
 $ 15,958  $ 1  $ 43  $ 1,492  $ 14,508  18  %
Manufacturing (4)
 12,488  —  37  1,581  10,944  14 
Utilities 8,476  —  44  1,004  7,516  10 
Services (4)
 8,977  1  56  1,075  7,957  10 
Energy 2,546  —  15  318  2,243  3 
Retail and wholesale 2,979  —  34  258  2,755  4 
Transportation 1,559  —  11  156  1,414  2 
Other 1,665  —  9  225  1,449  2 
Total corporate securities 54,648  2  249  6,109  48,786  63 
U.S. government 5,801  —  —  1,513  4,288  6 
Residential mortgage-backed (2) 4,520  —  15  152  4,383  6 
Preferred stock 56  —  3  —  59  — 
State & political 472  —  2  88  386  1 
Foreign governments 689  —  1  136  554  1 
Commercial mortgage-backed 4,301  —  5  385  3,921  5 
Asset-backed securities (3) (4)
 13,715  —  98  61  13,752  18 
Total $ 84,202  $ 2  $ 373  $ 8,444  $ 76,129  100  %
______________
(1)Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.
(4)Prior period amounts have been revised to improve comparability.
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Fixed Maturities Credit Quality
The SVO of the NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturities to one of six categories (“NAIC Designations”). NAIC Designations of “1” or “2” include fixed maturities considered investment grade, which include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3” through “6” are referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments and the completion of the SVO filing process, the fixed maturity portfolio typically includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.
The following table sets forth the General Account’s fixed maturities portfolio by NAIC rating:
AFS Fixed Maturities
NAIC Designation Rating Agency Equivalent
Amortized
Cost
Allowance for Credit Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
   
(in millions)
As of September 30, 2025
1................................ Aaa, Aa, A $ 55,454  $ —  $ 507  $ 3,846  $ 52,115 
2................................ Baa 23,555  —  395  1,909  22,041 
Investment grade 79,009  —  902  5,755  74,156 
3................................ Ba 551  —  2  32  521 
4................................ B 674  —  6  15  665 
5................................ Caa 149  —  4  14  139 
6................................ Ca, C 33  —  —  —  33 
Below investment grade 1,407  —  12  61  1,358 
Total Fixed Maturities $ 80,416  $ —  $ 914  $ 5,816  $ 75,514 
As of December 31, 2024:
1................................ Aaa, Aa, A $ 56,266  $ —  $ 210  $ 5,342  $ 51,134 
2................................ Baa 26,255  —  147  3,043  23,359 
Investment grade 82,521  —  357  8,385  74,493 
3................................ Ba 810  —  5  38  777 
4................................ B 663  —  7  7  663 
5................................ Caa 187  1  3  13  176 
6................................ Ca, C 21  1  1  1  20 
Below investment grade 1,681  2  16  59  1,636 
Total Fixed Maturities $ 84,202  $ 2  $ 373  $ 8,444  $ 76,129 

Mortgage Loans
The mortgage portfolio primarily consists of commercial, agricultural, and residential mortgage loans. The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The commercial mortgage loan portfolio is backed by high quality properties located in primary markets typically owned by experienced institutional investors with a demonstrated ability to manage their assets through business cycles. Our commercial loan portfolio is monitored on an ongoing basis, assigning credit quality ratings for each loan, with the particular emphasis on loans that are scheduled to mature in the next 12 to 24 months. Scheduled maturities for the remainder of 2025 and full year 2026, respectively are $0.8 billion and $2.9 billion, or 4% and 17% of the commercial mortgage portfolio. The commercial mortgage portfolio consists of 80% fixed rate loans and 20% floating rate loans. For floating rate loans, the borrower is typically required to purchase an interest rate cap to the scheduled maturity of the loan to protect against rising rates.
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Commercial mortgage loans are evaluated annually to determine a current LTV ratio. Property financial statements, current rent roll, lease maturities, tenant creditworthiness, property physical inspections, and forecasted leasing market strength are used to develop projected cash flows. A discounted cash flow methodology which incorporates market data is used to determine property values. The average LTV ratio at origination provided by a certified appraisal firm was 54%. The average LTV ratio was 67% and 67% at September 30, 2025 and December 31, 2024, respectively, which reflects the most recent opinion of value on the underlying collateral.
We use AB CarVal to invest in residential whole loans and other private investments. These investments allow us to leverage AB CarVal’s expertise in asset classes where we are looking to increase exposure. The residential mortgage portfolio primarily consists of purchased closed end, amortizing residential mortgage loans. The investment strategy for the residential mortgage loan portfolio emphasizes high credit quality borrowers, conservative LTV ratios, superior ability to repay and geographic diversification.
Residential mortgage loans are pooled by loan type (i.e., Jumbo, Agency Eligible, Non-Qualified, etc.) and pooled by similar risk profiles (including consumer credit score and LTV ratios). The portfolio is monitored monthly primarily based on payment activity, occurrence of regional natural disasters and borrower interactions with the mortgage servicer.
The tables below show the breakdown of the amortized cost of the General Account’s investments in mortgage loans by geographic region and property type:
Mortgage Loans by Region and Property Type
September 30, 2025 December 31, 2024
  Amortized
Cost		 % of Total Amortized
Cost		 % of Total
(Dollars in millions)
By Region:
U.S. Regions:
Pacific $ 5,885  26  % $ 5,517  27  %
Middle Atlantic 4,770  21  3,861  19 
South Atlantic 3,436  15  3,130  15 
East North Central 1,394  7  1,183  6 
Mountain 1,565  7  1,510  7 
West North Central 917  4  953  5 
West South Central 1,871  8  1,674  8 
New England 830  4  925  5 
East South Central 891  4  822  4 
Total U.S. 21,559  96  19,575  96 
Other Regions:
Europe 878  4  775  4 
Total Other 878  4  775  4 
Total Mortgage Loans $ 22,437  100  % $ 20,350  100  %
By Property Type:
Office $ 4,700  21  % $ 4,711  23  %
Multifamily 8,474  38  7,397  36 
Agricultural loans 2,643  12  2,568  13 
Retail 673  3  627  3 
Industrial 2,528  11  2,310  11 
Hospitality 783  3  720  4 
Residential
 1,659  7  1,066  5 
Other 977  5  951  5 
Total Mortgage Loans $ 22,437  100  % $ 20,350  100  %
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Other Equity Assets
The following table includes information related to our alternative investments in certain other equity investments and consolidated VIEs, including private equity funds, real estate funds and other alternative investments. These investments are typically structured as limited partnerships or LLCs and are reported to us on a lag of one month and three months for hedge funds and private equity funds, respectively.
At September 30, 2025 and December 31, 2024, the fair value of alternative investments was $3.2 billion and $3.0 billion respectively. Alternative investments were 2.5% and 2.4% of cash and invested assets at September 30, 2025 and December 31, 2024, respectively.
Alternative Investments (1)
September 30, 2025 December 31, 2024
Fair Value % Fair Value %
(in millions)
Private Equity $ 1,656  52  % $ 1,568  52  %
Private Debt 303  9  260  9 
Infrastructure 226  7  211  7 
Real Estate 685  21  652  22 
Hedge Funds 62  2  57  2 
Other (2) 280  9  263  8 
Total (3) $ 3,212  100  % $ 3,011  100  %
_____________
(1)Reported in Other Equity Investments in the consolidated balance sheets.
(2)Includes CLO equity, co-investments and investments in other strategies. CLO equity investments are consolidated and assets are reported in Fixed Maturities, at fair value using the fair value option in the consolidated balance sheets.
(3)Includes $1,004 million and $812 million of non-General Account assets as of September 30, 2025 and December 31, 2024, respectively.
Liquidity and Capital Resources
Liquidity refers to our ability to generate adequate amounts of cash from our operating, investment and financing activities to meet our cash requirements with a prudent margin of safety. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital is dependent on the profitability of our businesses, timing of cash flows related to our investments and products, our ability to access the capital markets, general economic conditions and the alternative sources of liquidity and capital described herein. When considering our liquidity and cash flows, we distinguish between the needs of Holdings and the needs of our insurance and non-insurance subsidiaries. We also distinguish and separately manage the liquidity and capital resources of our Retirement, Asset Management, and Wealth Management segments; the insurance businesses reported in Corporate & Other are managed with the Retirement segment.
On June 1, 2025 Equitable Financial Bermuda RE Ltd. (“Equitable Bermuda”) entered into an indemnity reinsurance agreement with Equitable America assuming EQUI-VEST variable annuity contracts issued outside the State of New York prior to February 1, 2023. Net retained general account liabilities were reinsured to Equitable Bermuda on a coinsurance funds withheld basis, while Separate Account liabilities relating to such variable annuity contracts were reinsured to Equitable Bermuda on a modified coinsurance basis. Equitable Bermuda’s obligations under the treaty are secured through Equitable America’s retention of certain assets supporting the reinsured liabilities. In exchange for Equitable Bermuda’s agreement to assume these liabilities, the Bermuda Monetary Authority and the Arizona Department of Insurance and Financial Institutions each approved the treaty.
On February 24, 2025, Holdings commenced the AB Tender Offer to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased 19.7 million AB Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.
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Separately, our Board approved an additional $1.5 billion of share repurchases under its share repurchase program. On September 9, 2025, Holdings’ Board approved an additional $500 million under Holdings’ share repurchase program.The repurchase program does not obligate Holdings to purchase any particular number of shares. As of September 30, 2025, Holdings had authorized capacity of approximately $1.3 billion remaining in its share repurchase program. See Note 13 of the Notes to the Consolidated Financial Statements for additional details on the repurchase program.
Sources and Uses of Liquidity
The Company has sufficient cash flows from operations to satisfy liquidity requirements in 2025.
Cash Flows of Holdings
As a holding company with no business operations of its own, Holdings primarily derives cash flows from dividends from its subsidiaries and distributions related to its economic interest in AB, all of which is currently held outside our insurance company subsidiaries. These principal sources of liquidity are augmented by cash and short-term investments held by Holdings and access to bank lines of credit and the capital markets. The main uses of liquidity for Holdings are interest payments and debt repayment, payment of dividends and other distributions to stockholders (which may include stock repurchases) loans and capital contributions, if needed, to our insurance subsidiaries. Our principal sources of liquidity and our capital position are described in the following paragraphs.
Sources and Uses of Holding Company Highly Liquid Assets
The following table sets forth Holdings’ principal sources and uses of highly liquid assets:
Nine Months Ended September 30,
2025 2024
(in millions)
Highly Liquid Assets, beginning of period $ 1,982  $ 1,998 
Dividends from subsidiaries 1,885  960 
Issuance of loans to affiliates —  — 
Capital contribution from parent company —  — 
Capital contributions to subsidiaries —  — 
M&A Activity —  — 
Purchase of AllianceBernstein Units (758) — 
Total Business Capital Activity 1,127  960 
Purchase of treasury shares (1,173) (754)
Retirement of treasury shares —  — 
Shareholder dividends paid (237) (227)
Total Share Repurchases, Dividends and Acquisition Activity (1,410) (981)
Issuance/(redemption) of preferred stock
 (444) — 
Preferred stock dividend (48) (54)
Total Preferred Stock Activity (492) (54)
Issuance of long-term debt 500  600 
Repayment of long-term debt (500) (570)
Total External Debt Activity —  30 
Proceeds from loans from affiliates —  — 
Net decrease (increase) in existing facilities to affiliates (1) 245  400 
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Nine Months Ended September 30,
2025 2024
(in millions)
Total Affiliated Debt Activity 245  400 
Interest paid on external debt and P-Caps (158) (141)
Others, net (44) 214 
Total Other Activity (202) 73 
Net increase (decrease) in highly liquid assets (732) 428 
Highly Liquid Assets, end of period $ 1,250  $ 2,426 
_______________
(1)     Represents net activity of draws and repayments of existing credit facilities between Holdings and affiliates.
Capital Contribution to Our Subsidiaries
Holdings did not make any capital contributions to its subsidiaries during the nine months ended September 30, 2025.
Loans from Our Subsidiaries
There were no new loans from our subsidiaries during the nine months ended September 30, 2025.
Cash Distributions from Our Non-Insurance Subsidiaries
During the nine months ended September 30, 2025, Holdings received cash distributions of $427 million from AB and $133 million from the investment management contracts with EFIM and EIM.
Distributions from Insurance Subsidiaries
Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Holdings and other affiliates under applicable insurance law and regulation. Also, more generally, the ability of our insurance subsidiaries to pay dividends can be affected by market conditions and other factors beyond our control.
Equitable’s primary insurance regulators in the U.S are the NYDFS and the Arizona Department of Insurance and Financial Institutions. Under New York’s insurance laws, which are applicable to Equitable Financial, a domestic stock life insurer may not pay an Ordinary Dividend exceeding an amount calculated based on a statutory formula without prior approval of the NYDFS. Extraordinary Dividends require the insurer to file a notice of its intent to declare the dividends with the NYDFS and obtain prior approval or non-disapproval from the NYDFS. Similarly, under Arizona insurance law, which is applicable to Equitable America, a domestic life insurer may not pay a dividend to its shareholders that exceeds an amount calculated based on a statutory formula without prior approval of the Arizona Department of Insurance and Financial Institutions.
In 2024, Equitable America had Ordinary Dividend capacity of $441 million. In June 2024, Equitable America received approval from Arizona Department of Insurance and Financial Institutions for an Extraordinary Dividend of $300 million. Holdings received an Ordinary Dividend distribution from Equitable America of $441 million during July 2024. Holdings received a dividend distribution from Equitable America of $22 million during September 2024 under the Extraordinary Dividend capacity. Holdings also received a dividend distribution from Equitable America of $238 million in December 2024 under the Extraordinary Dividend capacity. In 2025, Equitable America estimates it will have Ordinary Dividend capacity of $347 million. In June 2025, Equitable America received approval from the Arizona Department of Insurance and Financial Institutions for an Extraordinary Dividend of $1.7 billion. Holdings received a dividend distribution from Equitable America of $1.3 billion during August 2025 under the Extraordinary Dividend capacity.
Based on the NYDFS formula, Equitable Financial had no Ordinary Dividend capacity in 2024 and 2025.
Distributions from AllianceBernstein
ABLP is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units and to the General Partner. Available Cash Flow is defined as the cash flow received by ABLP from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by ABLP for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.
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Distributions by ABLP are made 1% to the General Partner and 99% among the limited partners.
Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management of AB anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management of AB determines, with the concurrence of the Board of Directors of AB, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.
AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding, to holders of AB Holding Units pro rata in accordance with their percentage interest in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from ABLP minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. AB Holding is dependent on the quarterly cash distributions it receives from ABLP, which is subject to the performance of capital markets and other factors beyond our control. Distributions from AB Holding are made pro rata based on the holder’s percentage ownership interest in AB Holding.
As of September 30, 2025, Holdings and its non-insurance company subsidiaries hold approximately 199.2 million AB Units, 0.1 million AB Holding Units and the 1% General Partnership interest in ABLP.
As of September 30, 2025, the ownership structure of ABLP, including AB Units outstanding as well as the General Partner’s 1% interest, was as follows:
Owner Percentage Ownership
EQH and its subsidiaries 68.5  %
AB Holding 30.8 
Unaffiliated holders 0.7 
Total 100.0  %
Including both the general partnership and limited partnership interests in AB Holding and ABLP, Holdings and its subsidiaries had an approximate 68.5% economic interest in AB as of September 30, 2025.
Holdings Credit Facilities
On July 29, 2025, Holdings entered into a new Revolving Credit Agreement with respect to a $1.0 billion five-year senior unsecured revolving credit facility (the “Credit Facility”), and terminated the Amended and Restated Revolving Credit Agreement, dated as of June 24, 2021, as amended.
The Credit Facility may provide significant support to our liquidity position when alternative sources of credit are limited. In addition to the Credit Facility, we have letter of credit facilities with an aggregate principal amount of approximately $525 million (the “LOC Facilities”), primarily to be used to support our life insurance business reinsured to EQ AZ Life Re in April 2018. As of September 30, 2025, $445 million was outstanding under the LOC Facilities. In August 2025 Holdings entered into amendments with two of the issuers of its bilateral letter of credit facilities to effect changes in terms similar to the provisions of the Credit Facility and in one instance add two years of extension options. In August 2025 the Company also terminated six of its bilateral letter of credit facilities with different counterparties.
In connection with the commencement of the AB Tender Offer described in the precedent paragraph, Holdings entered into the Term Loan Agreement with respect to the Term Loan. The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the AB Tender Offer and related fees and expenses. The Term Loan was available to be drawn at any time on or prior to April 24, 2025 and would have matured 364 days from the date of funding. However, on April 15, 2025, Holdings elected not to request any such Term Loan, as it was unnecessary to fund the AB Tender Offer, and the Term Loan Agreement was terminated effective April 3, 2025. See Note 14 of the Notes to the Consolidated Financial Statements for additional details.
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The Credit Facility and LOC Facilities contain certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of certain indebtedness that may be incurred by our subsidiaries and the dollar amount of certain secured indebtedness that may be incurred by us, which could restrict our operations and use of funds. The right to borrow funds under the Credit Facility and LOC Facilities is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the facilities to provide funds. As of September 30, 2025, we were in compliance with the covenants under the Credit Facility and LOC Facilities.
Contingent Funding Arrangements
For information regarding activity pertaining to our contingent funding arrangements and other off-balance sheet commitments, see “Commitments and Contingent Liabilities” in Note 16 of the Notes to the Consolidated Financial Statements.
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
For information pertaining to our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock see Note 13 of the Notes to the Consolidated Financial Statements.
Capital Position of Holdings
We manage our capital position to maintain financial strength and credit ratings that facilitate the distribution of our products and provide our desired level of access to the bank and capital markets. Our capital position is supported by the ability of our subsidiaries to generate cash flows and distribute cash to us and our ability to effectively manage the risk of our businesses and to borrow funds and raise capital to meet our operating and growth needs.
Our Board and senior management are directly involved in the development of our capital management policies. Accordingly, capital actions, including proposed changes to the annual capital plan, capital targets and capital policies, are approved by the Board.
Dividends Declared and Paid
The declaration and payment of future dividends is subject to the discretion of our Board and depends on our financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Holdings’ insurance subsidiaries and other factors deemed relevant by the Board. 
The payment of dividends will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A, Series B and Series C Preferred Stock for the last proceeding dividend period. For additional information on our preferred stock, see “—Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock”.
For information regarding activity pertaining to common and preferred dividends declared and paid, see Note 13 of the Notes to the Consolidated Financial Statements.
Share Repurchase Programs
For information regarding activity pertaining to share repurchase programs, see Note 13 of the Notes to the Consolidated Financial Statements.
Sources and Uses of Liquidity of Our Insurance Subsidiaries
The principal sources of liquidity for our insurance subsidiaries are premiums, investment and fee income, deposits associated with our insurance and annuity operations, cash and invested assets, as well as internal borrowings. The principal uses of that liquidity include benefits, claims and dividends paid to policyholders and payments to policyholders in connection with surrenders and withdrawals. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to Holdings and hedging activity. Certain of our insurance subsidiaries’ principal sources and uses of liquidity are described in the paragraphs that follow.
We manage the liquidity of our insurance subsidiaries with the objective of ensuring that they can meet payment obligations linked to our businesses and to their outstanding debt and derivative positions, including in our hedging programs, without support from Holdings. We employ an asset/liability management approach specific to the requirements of each of our insurance businesses.
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We measure liquidity against internally-developed benchmarks that consider the characteristics of our asset portfolio and the liabilities that it supports in both the short-term (the next 12 months) and long-term (beyond the next 12 months). We consider attributes of the various categories of our liquid assets (for example, type of asset and credit quality) in calculating internal liquidity indicators for our insurance and reinsurance operations. Our liquidity benchmarks are established for various stress scenarios and durations, including company-specific and market-wide events. The scenarios we use to evaluate the liquidity of our subsidiaries are defined to allow operating entities to operate without support from Holdings.
Liquid Assets
The investment portfolios of our insurance subsidiaries are a significant component of our overall liquidity. Liquid assets include cash and cash equivalents, short-term investments, U.S. Treasury fixed maturities, fixed maturities that are not designated as HTM and public equity securities. We believe that our business operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.
See “—General Account Investment Portfolio” and Note 3 and Note 4 of the Notes to the Consolidated Financial Statements for a description of our portfolio of liquid assets.
Hedging Activities
Because the future claims exposure on our insurance products, and in particular our variable annuity products, is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. We use derivatives as part of our overall asset/liability risk management program primarily to reduce exposures to equity market and interest rate risks. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are collectively managed to reduce the economic impact of unfavorable movements in capital markets. These derivative transactions require liquidity to meet payment obligations such as payments for periodic settlements, purchases, maturities and terminations as well as liquid assets pledged as collateral related to any decline in the net estimated fair value. Collateral calls represent one of our biggest drivers for liquidity needs for our insurance subsidiaries. Our derivatives contracts reside primarily within Equitable Financial, which has a significantly large investment portfolio.
FHLB Membership
Equitable Financial and Equitable America are members of the FHLB, which provides access to collateralized borrowings and other FHLB products.
See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FHLB program.
FABN
Under the FABN program, Equitable Financial and Equitable America may issue funding agreements in U.S. dollar or other foreign currencies.
See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABN program.
FABCP
Under the FABCP program, Equitable Financial and Equitable America may issue funding agreements in U.S. dollars to the SPLLC.
See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABCP program.
Sources and Uses of Liquidity of our Asset Management Segment
The principal sources of liquidity for our Asset Management business include investment management fees and borrowings under its credit facilities and commercial paper program. The principal uses of liquidity include general and administrative expenses, business financing and distributions to holders of AB Units and AB Holding Units plus interest and debt service. The primary liquidity risk for our fee-based Asset Management business is its profitability, which is impacted by market conditions and our investment management performance.
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AB Commercial Paper
As of September 30, 2025 and December 31, 2024 AB had $0 million of commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings for the commercial paper outstanding during the nine months ended September 30, 2025 and full year 2024 were $213 million and $268 million, respectively, with weighted average interest rates of approximately 4.5% and 5.4%, respectively.
AB Credit Facility
AB has an $800 million committed, unsecured senior revolving credit facility (the “AB Credit Facility”) with a group of commercial banks and other lenders. The Credit Facility was amended and restated as of August 5, 2025, extending the maturity date to August 5, 2030 and removing Sanford C. Bernstein & Co., LLC ("SCB LLC") as a co-borrower. There were no other significant changes included in the amendment.The credit facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200 million. Any such increase is subject to the consent of the affected lenders. The AB Credit Facility is available for AB business purposes, including the support of AB’s commercial paper program. AB can draw directly under the AB Credit Facility and AB management expects to draw on the AB Credit Facility from time to time.
The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of September 30, 2025, AB was in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.
Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary pre-payments and commitment reductions requested by AB are permitted at any time without a fee (other than customary breakage costs relating to the pre-payment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the AB Credit Facility bear interest at a rate per annum, which will be, at AB’s option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: a term SOFR; a Prime rate; or the Federal Funds rate.
As of September 30, 2025 and December 31, 2024, AB had no amounts outstanding under the AB Credit Facility. During the nine months ended September 30, 2025 and full year 2024, AB and SCB LLC did not draw upon the AB Credit Facility.
As of September 30, 2025, SCB LLC has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit borrowing up to an aggregate of approximately $150 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. As of September 30, 2025 and December 31, 2024, SCB LLC had no outstanding balance on these lines of credit. Average daily borrowings during the nine months ended September 30, 2025 and the full year 2024 were $1 million and $1 million with weighted average interest rates of approximately 7.4% and 8.5%, respectively.
EQH Facility
AB has a $900 million committed, unsecured senior credit facility (the “EQH Facility”). The EQH Facility matures on August 31, 2029. The EQH Facility is available for AB’s general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.
The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. As of September 30, 2025, AB was in compliance with these covenants. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.
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Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by AB from time to time until the maturity of the facility. AB or Holdings may reduce or terminate the commitment at any time without penalty upon proper notice. Holdings also may terminate the facility immediately upon a change of control of AB’s General Partner.
As of September 30, 2025 and December 31, 2024, AB had $465 million and $710 million outstanding under the EQH Facility, with interest rates of approximately 4.0% and 4.3%, respectively. Average daily borrowing of the EQH Facility for the first nine months of 2025 and full year 2024 were $412 million and $494 million, respectively, with a weighted average interest rates of approximately 4.3% and 5.2%, respectively.
EQH Uncommitted Facility
In addition to the EQH Facility, AB has a $300 million uncommitted, unsecured senior credit facility (the “EQH Uncommitted Facility”) with EQH. The EQH Uncommitted Facility matures August 31, 2029 and is available for AB’s general business purposes. Borrowings under the EQH Uncommitted Facility bear interest generally at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants, which are substantially similar to those in the EQH Facility. As of September 30, 2025, AB was in compliance with these covenants.
As of September 30, 2025 and December 31, 2024, AB had no amounts outstanding under the EQH Uncommitted Facility. During the first nine months of 2025 and full year 2024, AB did not draw upon the EQH Uncommitted Facility.
Statutory Capital of Our Insurance Subsidiaries
Our capital management framework for our insurance subsidiaries is primarily based on statutory RBC standards and the CTE asset standard for our variable annuity business.
RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to evaluate the capital condition of regulated insurance companies. RBC is based on a formula calculated by applying factors to various asset, premium, claim, expense and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on a quarterly basis and made public on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. These rules apply to our insurance company subsidiaries and not to Holdings. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose TAC does not meet or exceed certain RBC levels. At the date of the most recent annual statutory financial statements filed with insurance regulators, the TAC of each of these insurance company subsidiaries subject to these requirements was in excess of each of those RBC levels.
See Note 18 of the Notes to the Consolidated Financial Statements for additional information relating to Prescribed and Permitted Statutory Accounting practices and its impact on our statutory surplus.
Captive Reinsurance Companies
We use captive reinsurance companies to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance companies assume business from affiliates only and are closed to new business. Our captive reinsurance companies are wholly-owned subsidiaries located in the United States and Bermuda. In addition to state insurance regulation, our captive reinsurance companies are subject to internal policies governing its activities. We continue to analyze the use of our existing captive reinsurance structure, as well as additional third-party reinsurance arrangements.
Borrowings
Our financial strategy going forward will remain subject to market conditions and other factors. For example, we may from time to time enter into additional bank or other financing arrangements, including public or private debt, structured facilities and contingent capital arrangements, under which we could incur additional indebtedness.
The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:
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September 30, 2025 December 31, 2024
(in millions)
Total short-term debt $ —  $ — 
Long-term debt:
Senior Debenture due 2028 250  250 
Senior Note due 2028 995  1,494 
Senior Note due 2029 306  303 
Senior Note due 2033 497  497 
Senior Note due 2048 1,290  1,289 
Junior Sub Debt Securities due 2055 495  — 
Total long-term debt 3,833  3,833 
Total short and long-term debt $ 3,833  $ 3,833 
Notes and Debentures
The Senior Notes and Senior Debentures contain customary affirmative and negative covenants, including a limitation on certain liens and a limit on the Company’s ability to consolidate, merge or sell or otherwise dispose of all or substantially all of its assets. The Senior Notes and Senior Debentures also include customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding Senior Notes and Senior Debentures may be accelerated. As of September 30, 2025, the Company is in compliance with all debt covenants.
Ratings
Financial strength ratings (which are sometimes referred to as “claims-paying” ratings) and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Our credit ratings are also important for our ability to raise capital through the issuance of debt and for the cost of such financing.
Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. The following table summarizes the ratings for Holdings and certain of its subsidiaries. AM Best, S&P and Moody’s have a stable outlook.
AM Best S&P Moody’s
Last review date Feb '25 Mar '25 May '25
Financial Strength Ratings:
Equitable Financial Life Insurance Company A A+ A1
Equitable Financial Life Insurance Company of America A A+ A1
Credit Ratings:
Equitable Holdings, Inc. bbb+ A- Baa1
Last review date Oct' 25 Mar '25
AllianceBernstein L.P. A A2

Material Cash Requirement
Our material cash requirements include policyholder obligations, long-term debt, commercial paper, EB, operating leases and various funding commitments. See “Material Cash Requirement” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K for additional information.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our consolidated financial statements included elsewhere herein. For a discussion of our significant accounting policies, see Note 2 of the Notes to the Consolidated Financial Statements. The most critical estimates include those used in determining:
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•MRBs and purchased MRBs;
•accounting for reinsurance;
•estimated fair values of investments in the absence of quoted market values and investment impairments;
•estimated fair values of freestanding derivatives;
•goodwill and related impairment;
•measurement of income taxes and the valuation of deferred tax assets; and
•liabilities for litigation and regulatory matters.
In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Actual results could differ from these estimates.
Item 3.      Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risk described in the 2024 Form 10-K in “Quantitative and Qualitative Disclosures About Market Risk”.
Item 4.     Controls and Procedures
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures were effective.
No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.     Legal Proceedings
For information regarding certain legal proceedings pending against us, see Note 16 of the Notes to the Consolidated Financial Statements. Also see “Risk Factors—Legal and Regulatory Risks—Legal proceedings and regulatory actions” included in the 2024 Form 10-K.
Item 1A. Risk Factors
You should carefully consider the risks described in the “Risk Factors” section included in the 2024 Form 10-K. Risks to which we are subject also include, but are not limited to, the factors mentioned under “Note Regarding Forward-Looking Statements and Information” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about purchases by Holdings during the three months ended September 30, 2025, of its common stock:
Period
Total Number of Shares Purchased
 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/25 through 7/31/25 1,808,548  $ 52.80  1,808,548  $ 1,358,371,764 
8/1/25 through 8/31/25 5,822,209  $ 53.14  5,822,209  $ 1,049,002,867 
9/1/25 through 9/30/25 5,078,450  $ 53.44  5,078,450  $ 1,277,599,537 
Total 12,709,207  $ 53.21  12,709,207  $ 1,277,599,537 
See Note 13 to the Notes to Consolidated Financial Statements for ASR transaction detail during the three months ended September 30, 2025.
Item 3.     Defaults Upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
Item 5.      Other Information
Securities Trading Plans of Directors and Executive Officers
A significant portion of the compensation of our executive officers is delivered in the form of equity awards, including restricted stock units and performance shares. All vehicles contain vesting requirements related to service, with performance shares also requiring the satisfaction of certain performance criteria related to corporate performance to obtain a payout. This compensation design is intended to align executive compensation with the performance experienced by our shareholders. Following the delivery of shares of our common stock under those equity awards, once any applicable service- or performance-based vesting standards have been satisfied, our executive officers from time to time engage in the open-market sale of some of those shares. Our executive officers may also engage from time to time in other transactions involving our securities.
Transactions in our securities by our executive officers are required to be made in accordance with our Insider Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1.
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The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers during the three months ended September 30, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans. The plans listed below are only executed when the stock price reaches a required minimum. In addition, the executives identified in the table below are required to maintain an ownership of Holdings’ common stock with a value equal to at least a multiple of his annual base salary (3 times for Mr. Lane).
Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Start Date of Rule 10b5-1 Trading Plan
Scheduled Expiration Date of Rule 10b5-1 Trading Plan(1)
 Aggregate Number of Securities to be Purchased or Sold
Nick Lane
President
 9/18/2025
12/18/2025
5/16/2026
Sale of up to 114,417 shares(2) of common stock in several transactions through the scheduled expiration date in 2026.
(1)In each case, a Rule 10b5-1 trading plan may also expire on such earlier date as all transactions under the Rule 10b5-1 trading plan are completed.
(2)54,417 of Mr. Lane’s shares consist of stock options and 60,000 of Mr. Lane’s shares consist of common stock already owned.

Other than as set forth in the table above, during the three months ended September 30, 2025, none of the Company’s directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
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Item 6.     Exhibits
Number
Description and Method of Filing
# Reimbursement Agreement, dated as of August 25, 2025, by and between Equitable Holdings, Inc. and Commerzbank AG, New York Branch.
# Reimbursement Agreement, dated as of August 25, 2025, by and between Equitable Holdings, Inc. and MUFG Bank, Ltd.
#
Coinsurance and Modified Coinsurance Agreement, by and between Equitable Financial Life Insurance Company and RGA Reinsurance Company, dated July 31, 2025.
#
Coinsurance and Modified Coinsurance Agreement, by and between Equitable Financial Life Insurance Company of America and RGA Reinsurance Company, dated July 31, 2025.
# Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
# Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
# Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
# Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibits 101).
______________
#    Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.
* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Equitable Holdings agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.
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GLOSSARY
Selected Financial Terms
Account Value (“AV”) Generally equals the aggregate policy account value of our retirement and protection products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.
Alternative investments Investments in real estate and real estate joint ventures and other limited partnerships.
Assets under administration (“AUA”)
Includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.
Assets under management (“AUM”) Investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB, (ii) the assets in our GAIA portfolio and (iii) the Separate Account assets of our retirement and protection businesses. Total AUM reflects exclusions between segments to avoid double counting.
Combined RBC Ratio Calculated as the overall aggregate RBC ratio for the Company’s insurance subsidiaries including capital held for its life insurance and variable annuity liabilities and non-variable annuity insurance liabilities.
Conditional tail expectation (“CTE”)
Calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst x% of scenarios. Represented as CTE (100 less x). Example: CTE95 represents the worst five percent of scenarios.
Deferred policy acquisition cost (“DAC”)
Represents the incremental costs related directly to the successful acquisition of new and certain renewal insurance policies and annuity contracts and which have been deferred on the consolidated balance sheet as an asset.
Deferred sales inducements (“DSI”) Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.
Fee-type revenue Revenue from fees and related items, including policy charges and fee income, premiums, investment management and service fees, and other income.
Gross Premiums First year premium and renewal premium and deposits
Invested assets Includes fixed maturity securities, equity securities, mortgage loans, policy loans, alternative investments and short-term investments.
Life Reserves
Equals the aggregate value of Policyholders’ account balances and Future policy benefits for policies.
Reinsurance Insurance policies purchased by insurers to limit the total loss they would experience from an insurance claim.
Renewal premium and deposits Premiums and deposits after the first twelve months of the policy or contract.
Risk-based capital (“RBC”) Rules to determine insurance company statutory capital requirements. It is based on rules published by the National Association of Insurance Commissioners (“NAIC”).
Total adjusted capital (“TAC”) Primarily consists of capital and surplus, and the asset valuation reserve.
Product Terms  
401(k) A tax-deferred retirement savings plan sponsored by an employer. 401(k) refers to the section of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to which these plans are established.
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403(b) A tax-deferred retirement savings plan available to certain employees of public schools and certain tax-exempt organizations. 403(b) refers to the section of the Code pursuant to which these plans are established.
Affluent Refers to individuals with $250,000 to $999,999 of investable assets.
Annuitant The person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of an annuity to be paid for life.
Annuitization The process of converting an annuity investment into a series of periodic income payments, generally for life.
Benefit base A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may not have the same benefit base.
Cash surrender value The amount an insurance company pays (minus any surrender charge) to the policyholder when the contract or policy is voluntarily terminated prematurely.
Dollar-for-dollar withdrawal A method of calculating the reduction of a variable annuity benefit base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn.
EQUI-VEST Group (“EG”)
A traditional variable deferred annuity without enhanced guaranteed benefits with single and ongoing premiums sold in the tax-exempt 403(b)/457(b) markets.
EQUI-VEST Individual (“EI”) A traditional variable deferred annuity without enhanced guaranteed benefits sold in the individual market.
Future policy benefits Future policy benefits for the annuities business are comprised mainly of liabilities for life-contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance.

Future policy benefits for the life business are comprised mainly of liabilities for traditional life and certain liabilities for universal and variable life insurance contracts (other than the Policyholders’ account balance).
General Account Investment Portfolio The invested assets held in the General Account.
General Account The assets held in the general accounts of our insurance companies as well as assets held in our Separate Accounts on which we bear the investment risk.
GMxB A general reference to all forms of variable annuity guaranteed benefits, including guaranteed minimum living benefits, or GMLBs (such as GMIBs, GMWBs and GMABs), and guaranteed minimum death benefits, or GMDBs (inclusive of return of premium death benefit guarantees).
GMxB Core Retirement Cornerstone and Accumulator sold 2011 and later.
GMxB Legacy Fixed-rate GMxB business written prior to 2011.
Guaranteed income benefit (“GIB”) An optional benefit which provides the policyholder with a guaranteed lifetime annuity based on predetermined annuity purchase rates applied to a GIB benefit base, with annuitization automatically triggered if and when the contract AV falls to zero.
Guaranteed minimum accumulation benefits (“GMAB”) An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in lump-sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying AV.
Guaranteed minimum death
benefits (“GMDB”)		 An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying AV, upon the death of the annuitant.
Guaranteed minimum income benefits (“GMIB”) An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the underlying AV.
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Guaranteed minimum living
benefits (“GMLB”)		 A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs).
Guaranteed minimum withdrawal benefits (“GMWB”) An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the annuitant could be greater than the underlying AV.
Guaranteed withdrawal benefit for life (“GWBL”) An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for the duration of the policyholder’s life, regardless of account performance.
High net worth Refers to individuals with $1,000,000 or more of investable assets.
Indexed Universal Life (“IUL”) A permanent life insurance offering built on a universal life insurance framework that uses an equity-linked approach for generating policy investment returns.
Investment Edge (“IE”) A traditional variable deferred annuity without enhanced guaranteed benefits that provides tax-efficient distribution.
Living benefits Optional benefits (available at an additional cost) that guarantee that the policyholder will get back at least his original investment when the money is withdrawn.
Mortality and expense risk fee (“M&E fee”) A fee charged by insurance companies to compensate for the risk they take by issuing life insurance and variable annuity contracts.
Net flows Net change in customer account balances in a period including, but not limited to, gross premiums, surrenders, withdrawals and benefits. It excludes investment performance, interest credited to customer accounts and policy charges.
Policyholder account balances
Annuities. Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities and non-life contingent income annuities. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.
 
Life Insurance Policies. Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.
Return of premium (“ROP”) death benefit This death benefit pays the greater of the account value at the time of a claim following the owner’s death or the total contributions to the contract (subject to adjustment for withdrawals). The charge for this benefit is usually included in the M&E fee that is deducted daily from the net assets in each variable investment option. We also refer to this death benefit as the Return of Principal death benefit.
Rider An optional feature or benefit that a policyholder can purchase at an additional cost.
Separate Account Refers to the separate account investment assets of our insurance subsidiaries excluding the assets held in those Separate Accounts on which we bear the investment risk.
Surrender charge A fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase.
Surrender rate Represents annualized surrenders and withdrawals as a percentage of average AV.
Universal life (“UL”) products Life insurance products that provide a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time. To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the AV of the policy and credited with a stated interest rate on a monthly basis.
Variable annuity A type of annuity that offers guaranteed periodic payments for a defined period of time or for life and gives purchasers the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns.
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Variable Universal Life (“VUL”) Universal life products where the excess amount paid over policy charges can be directed by the policyholder into a variety of Separate Account investment options. In the Separate Account investment options, the policyholder bears the entire risk and returns of the investment results.

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ACRONYMS
•“AB” or “AllianceBernstein” means AB Holding and ABLP
•“AB Holding” means AllianceBernstein Holding L.P., a Delaware limited partnership
•“AB Holding Units” means units representing assignments of beneficial ownership of limited partnership interests in AB Holding
•“AB Units” means units of limited partnership interests in ABLP
•“ABLP” means AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AB business
•“AFS” means available-for-sale
•“AOCI” means accumulated other comprehensive income
•“ASR” means accelerated share repurchase
•“ASU” means Accounting Standards Update
•“BOP” means beginning of period
•“BPs” means basis points
•“BRS” means Bernstein Research Services
•“CDS” means credit default swaps
•“CLO” means collateralized loan obligation
•“CODM” means chief operating decision maker
•“COI” means cost of insurance
•“COLI” means corporate owned life insurance
•“Company” means Equitable Holdings, Inc. with its consolidated subsidiaries
•“CS Life” means Corporate Solutions Life Reinsurance Company, a Delaware corporation and a wholly-owned direct subsidiary of Venerable Insurance and Annuity Company RE
•“CSA” means credit support annex
•“DOL” means U.S. Department of Labor
•“DSC” means debt service coverage
•“EAFE” means European, Australasia, and Far East
•“EB” means Employee Benefits
•“EFS” means Equitable Financial Services, LLC, a Delaware corporation and a wholly-owned direct subsidiary of Holdings
•“EPS” means earnings per share
•“EOP” means end of period
•“Equitable Advisors” means Equitable Advisors, LLC, a Delaware limited liability company, our retail broker/dealer for our retirement and protection businesses and a wholly-owned indirect subsidiary of Holdings
•“Equitable America” means Equitable Financial Life Insurance Company of America (f/k/a MONY Life Insurance Company of America), an Arizona corporation and a wholly-owned indirect subsidiary of Holdings
•“Equitable Financial” means Equitable Financial Life Insurance Company, a New York corporation, a life insurance company and a wholly-owned subsidiary of EFS
•“Equitable Financial L&A” means Equitable Financial Life and Annuity Company, a Colorado corporation and a wholly-owned indirect subsidiary of Holdings
•“Equitable Financial QP” means Equitable Financial sponsored Equitable Retirement Plan
•“EQ AZ Life Re” means EQ AZ Life Re Company, an Arizona corporation and a wholly-owned indirect subsidiary of Holdings.
•“ERISA” means Employee Retirement Income Security Act of 1974
•“ESG” means environmental, social and governance
•“ETF” means exchange traded funds
•“ETR” means effective tax rate
•“Exchange Act” means Securities Exchange Act of 1934, as amended
•“FABCP” means Funding Agreement-Backed Commercial Paper Program
•“FABN” means Funding Agreement Backed Notes Program
•“FHLB” means Federal Home Loan Bank
•“General Partner” means AllianceBernstein Corporation, a Delaware corporation and the general partner of AB Holding and ABLP
•“Holdings” means Equitable Holdings, Inc.
•“HTM” means held-to-maturity
•“ISDA Master Agreement” means International Swaps and Derivatives Association Master Agreement
•“LIBOR” means London Interbank Offered Rate
•“LTV” means loan to value
•“MRBs” means market risk benefits
•“MSO” means Market Stabilizer Option
•“NAIC” means National Association of Insurance Commissioners
•“NAR” means net amount at risk
•“NAV” means net asset value
•“NI modco” means non-insulated Separate Accounts modified coinsurance
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•“NLG” means no-lapse guarantee
•“NYDFS” means New York State Department of Financial Services
•“OCI” means other comprehensive income
•“OTC” means over-the-counter
•“PTEs” means prohibited transaction exemptions
•“P-Caps” means Pre-Capitalized Trust Securities
•“RGA” means Reinsurance Group of America
•“SCB LLC” means Sanford C. Bernstein & Co., LLC, a registered investment adviser and broker-dealer.
•“SCS” means Structured Capital Strategies
•“SEC” means U.S. Securities and Exchange Commission
•“Series A Preferred Stock” means Holdings’ Series A Fixed Rate Noncumulative Perpetual Preferred Stock
•“Series B Preferred Stock” means Holdings’ Series B Fixed Rate Reset Noncumulative Perpetual Preferred Stock
•“Series C Preferred Stock” means Holdings’ Series C Fixed Rate Reset Noncumulative Perpetual Preferred Stock
•“SIA” means sales inducement asset
•“SIO” means structured investment option
•“SPE” means special purpose entity
•“SVO” means Securities Valuation Office
•“TAR” means total asset requirement
•“TIPS” means treasury inflation-protected securities
•“U.S. GAAP” means accounting principles generally accepted in the United States of America
•“UL” means universal life
•“Venerable” means Venerable Holdings, Inc.
•“VIE” means variable interest entity
•“VOE” means voting interest entity
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Equitable Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 7, 2025 EQUITABLE HOLDINGS, INC.
By: /s/ Robin M. Raju
  Name: Robin M. Raju
  Title: Chief Financial Officer
(Principal Financial Officer)
Date: November 7, 2025 By: /s/ William Eckert
  Name: William Eckert
  Title: Chief Accounting Officer
(Principal Accounting Officer)

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EX-10.1 2 eqh-09302025exhibit101.htm EX-10.1 EQH - 09.30.2025 Exhibit 10.1
1
Execution Version
CONFIDENTIAL
AMENDMENT NO. 6 TO REIMBURSEMENT AGREEMENT
AMENDMENT NO. 6 TO REIMBURSEMENT AGREEMENT, dated as of August 25,
2025 (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. 6 Effective Date (as defined below), the Reimbursement
Agreement shall be amended as follows: 
(a) the Reimbursement Agreement (including the exhibits thereto) is hereby amended
in its entirety to read in the form of Exhibit A attached hereto.
SECTION 2. Reference to and Effect on the Credit Documents. On and after the
Amendment No. 6 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.
(a)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. 
(b)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
Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any
provision of the Reimbursement Agreement or any Credit Document.
2
SECTION 3. Conditions of Effectiveness for Agreement.  This Agreement shall become
126453428.5
effective as of the date (the “Amendment No. 6 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. 6
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. 6
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. 6 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
3
(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 (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
126453428.5
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. 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.
4
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to Reimbursement
Agreement to be executed by their respective authorized officers as of the date first above written. 
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GUARANTOR:
EQUITABLE HOLDINGS, INC.,
as Guarantor
floatingimage_0a.jpg
By: 
Name: Peter Tian
Title: Treasurer
[EQH – Commerzbank – Signature Page to Amendment No. 6 to Reimbursement Agreement]
SUBSIDIARY ACCOUNT PARTIES:
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EQ AZ LIFE RE COMPANY
floatingimage_0a.jpg
By: 
Name: Peter Tian
Title: Treasurer
[EQH – Commerzbank – Signature Page to Amendment No. 6 to Reimbursement Agreement]
Exhibit A
floatingimage_5.jpg
REIMBURSEMENT AGREEMENT
dated as of 
February 16, 2018 among 
EQUITABLE HOLDINGS, INC. 
as the Guarantor
the SUBSIDIARY ACCOUNT PARTIES
party hereto
and
COMMERZBANK AG, NEW YORK BRANCH,
as LC Issuer
$325,000,000
ARTICLE I DEFINITIONS ............................................................................................................1
SECTION 1.01 Definitions ...............................................................................................1
SECTION 1.02 Accounting Terms and Determinations ................................................19
ARTICLE II THE
CREDITS .........................................................................................................19
SECTION 2.01 Letters of Credit ....................................................................................19
SECTION 2.02 Reimbursement for LC Disbursements, Cover, Etc. .............................22
SECTION 2.03 Benchmark Replacement. .....................................................................25
SECTION 2.04 Fees .......................................................................................................26
SECTION 2.05 Termination, Reduction of Commitment ..............................................27
SECTION 2.06 Payments Generally ..............................................................................27
SECTION 2.07 Computation of Interest and Fees .........................................................28
SECTION 2.08 Provisions Relating to NAIC Approved Banks ....................................28
SECTION 2.09 Payments Inability to Determine Rates or Illegality .............................28
ARTICLE III
CONDITIONS ........................................................................................................28
SECTION 3.01 Each Credit Extension ...........................................................................28
SECTION 3.02 Effectiveness .........................................................................................29
ARTICLE IV REPRESENTATIONS AND WARRANTIES ......................................................30
SECTION 4.01 Corporate Existence and Power ............................................................30
SECTION 4.02 Corporate and Governmental Authorization; Contravention ................31
SECTION 4.03 Binding Effect .......................................................................................31
SECTION 4.04 Financial Information; No Material Adverse Change ...........................31
SECTION 4.05 Litigation ...............................................................................................32
SECTION 4.06 Compliance with ERISA .......................................................................32
SECTION 4.07 Taxes .....................................................................................................32
SECTION 4.08 Subsidiaries ...........................................................................................32
SECTION 4.09 Not an Investment Company .................................................................33
SECTION 4.10 Obligations to be Pari Passu ..................................................................33
SECTION 4.11 No Default .............................................................................................33
SECTION 4.12 Material Subsidiaries and Subsidiary Account Parties .........................33
SECTION 4.13 Full Disclosure ......................................................................................33
SECTION 4.14 Hybrid Instruments ...............................................................................33
SECTION 4.15 Margin Regulations ...............................................................................34
SECTION 4.16 Sanctioned Persons; Anti-Corruption Laws; Patriot Act ......................34
SECTION 4.17 EEA Financial Institutions ....................................................................34
ARTICLE V
COVENANTS ..........................................................................................................34
SECTION 5.01 Information ............................................................................................34
SECTION 5.02 Payment of Obligations .........................................................................37
SECTION 5.03 Conduct of Business and Maintenance of Existence ............................37
SECTION 5.04 Maintenance of Property; Insurance .....................................................38
SECTION 5.05 Compliance with Laws ..........................................................................38
SECTION 5.06 Inspection of Property, Books and Records ..........................................38
SECTION 5.07 Financial Covenants ..............................................................................39
SECTION 5.08 Negative Pledge ....................................................................................39
SECTION 5.09 Consolidations, Mergers, Divisions and Sales of Assets ......................39
SECTION 5.10 Use of Credit .........................................................................................40
SECTION 5.11 Obligations to be Pari Passu ..................................................................40
SECTION 5.12 Certain Debt ..........................................................................................40
ARTICLE VI
DEFAULTS ............................................................................................................40
SECTION 6.01 Events of Default...................................................................................40
SECTION 6.02 Default Interest ......................................................................................43
ARTICLE VII CHANGE IN
CIRCUMSTANCES .......................................................................43
SECTION 7.01 Increased Cost and Reduced Return .....................................................43
SECTION 7.02 Taxes .....................................................................................................44
SECTION 7.03 Mitigation Obligations ..........................................................................48
ARTICLE VIII MISCELLANEOUS ............................................................................................48
SECTION 8.01 Notices ..................................................................................................48
SECTION 8.02 No Waivers ...........................................................................................48
SECTION 8.03 Expenses; Indemnification; Non-Liability of the LC Issuer .................49
SECTION 8.04 Amendments and Waivers ....................................................................50
SECTION 8.05 Successors and Assigns .........................................................................50
SECTION 8.06 New York Law ......................................................................................51
SECTION 8.07 Judicial Proceedings ..............................................................................51
SECTION 8.08 Counterparts; Integration; Headings .....................................................52
SECTION 8.09 Confidentiality ......................................................................................52
SECTION 8.10 WAIVER OF JURY TRIAL ..............................................................53
SECTION 8.11 Joinder and Termination of Subsidiary Account Party .........................53
SECTION 8.12 USA PATRIOT Act ..............................................................................54
SECTION 8.13 No Fiduciary Duty ................................................................................54
SECTION 8.14 Right of Setoff .......................................................................................55
SECTION 8.15 Acknowledgement and Consent to Bail-In of Affected Financial
Institutions .............................................................................................55
EXHIBITS
Exhibit A
Form of Letter of Credit
Exhibit B-1
Form of Letter of Credit Request
Exhibit B-2
Form of Letter of Credit Application
Exhibit C
Form of Subsidiary Joinder Agreement
Exhibit D
SCHEDULES
Form of Subsidiary Termination Notice
Schedule I
Material Subsidiaries and Subsidiary Account Parties
Schedule II
Hybrid Instruments
Schedule III
Debt
1
1
REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among:
EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT
PARTIES party hereto and COMMERZBANK AG, NEW YORK BRANCH, as LC Issuer.
The Guarantor and the Subsidiary Account Parties have requested that the LC Issuer issue
letters of credit of up to $325,000,000 in face amount at any one time outstanding issued for the
account of the Subsidiary Account Parties, and the LC Issuer is prepared to issue such letters of
credit upon the terms and conditions hereof.  Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. The following terms, as used herein, have the following
meanings: 
“AB Entities” means AllianceBernstein Corporation, AllianceBernstein Holding L. P.,
AllianceBernstein L. P. and any of their subsidiaries.
“AB Tender Offer” means that cash tender offer commenced by the Guarantor on
February 24, 2025, as described in the Tender Offer Statement on Schedule TO filed by the
Guarantor with the SEC on February 24, 2025.
“AB Tender Offer and Reinsurance Transaction Adjustment Amount” means the onetime
cumulative impact on the consolidated shareholders’ equity, determined in accordance with
GAAP, of the Guarantor and its Consolidated Subsidiaries as of the date of completion of the
Reinsurance Transaction of the sum of (a) the differential in market value and book value of the
limited partnership interests of AllianceBernstein Holding L.P. subject to the AB Tender Offer,
in each case, as of the time of the completion of the AB Tender Offer, plus (b) the effect on
Accumulated Other Comprehensive Income for the fiscal quarter in which the Reinsurance
Transaction is completed resulting from the asset transfers completed at the closing of the
Reinsurance Transaction. The AB Tender Offer and Reinsurance Transaction Adjustment
Amount may be a positive value (in which case it shall increase Adjusted Consolidated Net
Worth) or negative value (in which case it shall reduce Adjusted Consolidated Net Worth) or
zero. 
“Adjusted Consolidated Net Worth” means, at any date, without duplication, the sum of
(a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the
Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount,
plus (c) the AB Tender Offer and Reinsurance Transaction Adjustment Amount; provided that, in
determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any
“Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of
the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the
effect of any election under the fair value option in FASB ASC 825 permitting a Person to
measure its financial assets or liabilities at the fair value thereof, and the related tax impact and
(iii) all noncontrolling interests (as determined in accordance with Statement of Financial
2
Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial
Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated
Subsidiaries.
“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) Daily
Simple SOFR, plus (b) 0.10% per annum.
“Adjusted Term SOFR Rate” means, for any interest period, an interest rate per annum
equal to (a) the Term SOFR Rate, plus (b) 0.10% per annum.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.
“Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.
“Agreement” means this Reimbursement Agreement, as it may be amended or modified
and in effect from time to time.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c)
the Adjusted Term SOFR Rate for a one month interest period as published two U.S.
Government Securities Business Days prior to such day (or if such day is not a U.S. Government
Securities Business Day, the immediately preceding U.S. Government Securities Business Day)
plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any
day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time
on such day (or any amended publication time for the Term SOFR Reference Rate, as specified
by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology);
provided further that if the Alternate Base Rate as so determined would be less than zero, such
rate shall be deemed to be zero for the purposes of this Agreement. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate
shall be effective from and including the effective date of such change in the Prime Rate, the
NYFRB Rate or the Adjusted Term SOFR Rate, respectively. 
“Amendment No. 2 Effective Date” means June 25, 2021. 
“Amendment No. 3 Effective Date” means June 9, 2022.
“Amendment No. 4 Effective Date” means May 12, 2023.
“Amendment No. 5 Effective Date” means June 20, 2024.
“Amendment No. 6 Effective Date” means August 25, 2025.
“Anti-Corruption Laws” has the meaning set forth in Section 4.16.
“Anti-Money Laundering Laws” has the meaning set forth in Section 4.16.
3
“Applicable Lending Office” means, as to the LC Issuer, its office, branch or Affiliate
located at its address set forth on the signature pages hereto or such other office, branch or
Affiliate of the LC Issuer as it may hereafter designate as its Applicable Lending Office for
purposes hereof by notice to the Guarantor; provided that such Applicable Lending Office shall
be located in the United States of America.
“Availability Effective Date” means the initial date the conditions set forth in Section
3.01(a) are satisfied (or waived). 
“Available Tenor” means, as of any date of determination and with respect to the
thencurrent Benchmark, as applicable, any tenor for such Benchmark or payment period for
interest calculated with reference to such Benchmark, as applicable, that is or may be used for
determining the length of an interest period pursuant to this Agreement as of such date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing law, regulation, rule or requirement for such EEA Member
Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)
with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings).
“Benchmark” means, initially, the Term SOFR Rate; provided that if a Benchmark
Transition Event and the related Benchmark Replacement Date have occurred with respect to
Daily Simple SOFR or the Term SOFR Rate, as applicable, or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth
in the order below that can be determined by the LC Issuer for the applicable Benchmark
Replacement Date:
(1)Adjusted Daily Simple SOFR; or
(2)the sum of: (a) the alternate benchmark rate that has been selected by the LC Issuer,
with the consent of the Guarantor (such consent not to be unreasonably withheld or
delayed) as the replacement for the then-current Benchmark for the applicable
Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current
4
Benchmark for Dollar-denominated syndicated or bilateral credit facilities at such
time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less
than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of
this Agreement and the other Credit Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the
then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable interest
period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the
spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero) that has been selected by the LC Issuer, with the consent
of the Guarantor (such consent not to be unreasonably withheld or delayed) for the applicable
Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or
then-prevailing market convention for determining a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with
the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated or
bilateral credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S.
Government Securities Business Day,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the LC Issuer decides in its reasonable discretion may
be appropriate to reflect the adoption and implementation of such Benchmark and to permit the
administration thereof by the LC Issuer in a manner substantially consistent with market practice
(or, if the LC Issuer decides that adoption of any portion of such market practice is not
administratively feasible or if the LC Issuer determines that no market practice for the
administration of such Benchmark exists, in such other manner of administration as the LC Issuer
decides is reasonably necessary in connection with the administration of this Agreement and the
other Credit Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to
occur of the following events with respect to the then-current Benchmark:
(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
the later of (a) the date of the public statement or publication of information referenced
therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide
all Available Tenors of such Benchmark (or such component thereof); or
5
(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the
first date on which such Benchmark (or the published component used in the calculation
thereof) has been determined and announced by the regulatory supervisor for the
administrator of such Benchmark (or such component thereof) to be no longer
representative; provided, that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (3) and
even if any Available Tenor of such Benchmark (or such component thereof) continues to
be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of
one or more of the following events with respect to the then-current Benchmark:
(1)a public statement or publication of information by or on behalf of
the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to
provide all Available Tenors of such Benchmark (or such component thereof),
permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide any
Available Tenor of such Benchmark (or such component thereof);
(2)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME
Term SOFR Administrator, an insolvency official with jurisdiction over the
administrator for such Benchmark (or such component), in each case, a resolution
authority with jurisdiction over the administrator for such Benchmark (or such
component) or a court or an entity with similar insolvency or resolution authority
over the administrator for such Benchmark (or such component), which states that
the administrator of such Benchmark (or such component) has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component
thereof) permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof); or
(3)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such
6
Benchmark (or such component thereof) are no longer, or as a of a specified
future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred
with respect to any Benchmark if a public statement or publication of information set forth above
has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).
“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time
that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Credit Document in accordance with Section 2.03 and (y)
ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Credit Document in accordance with Section 2.03.
“Beneficial Ownership Certification” means a certification regarding beneficial
ownership or control as required by the Beneficial Ownership Regulation. 
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Arrangement” means at any time an employee benefit plan within the meaning
of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained
or otherwise contributed to by any member of the ERISA Group.
“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are
open for business in New York City or Chicago; provided that, in relation to any interest rate
settings, fundings, disbursements, settlements or payments, any such day that is only a U.S.
Government Securities Business Day.
“Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire
any of the foregoing.
“Change of Control” means any event or series of events by which any person or group of
persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the SEC under said Act) of 35% or more of the outstanding shares of common
stock of the Guarantor.
“CME Term SOFR Administrator” means CME Group Benchmark Administration
Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
7
“Collateral Account” has the meaning set forth in Section 2.02(e).
“Commitment” means the commitment of the LC Issuer to issue Letters of Credit under
Section 2.01(a), as expressed as an amount representing the maximum aggregate amount of the
LC Issuer’s LC Exposure hereunder, as such commitment may be reduced from time to time
pursuant to this Agreement. The amount of the LC Issuer’s Commitment is $325,000,000 as of
the Effective Date.
“Commitment Availability Period” means the period from and including the Availability
Effective Date to but excluding the earlier of the Commitment Termination Date and the date of
termination of the Commitment.
“Commitment Fee” has the meaning set forth in Section 2.03(a).
“Commitment Termination Date” means February 16, 2026 or, if such day is not a
Business Day, the next preceding Business Day, as such date may be modified in accordance
with Section 2.01(e).
“Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which
would be consolidated with those of the Guarantor in its consolidated financial statements if such
statements were prepared as of such date; provided that, for purposes of Sections 4.04(a) and (b)
and 5.01, the term “Consolidated Subsidiary” shall include each of the AB Entities and the
Investment Entities to the extent the accounts of such entity are required to be (and are)
consolidated with those of the Guarantor in its consolidated financial statements in accordance
with GAAP; provided, further that, for purposes of the calculation of Adjusted Consolidated Net
Worth and Consolidated Total Indebtedness, the term “Consolidated Subsidiary” shall include
each of the AB Entities to the extent the accounts of such entity are required to be consolidated
with those of the Guarantor in the consolidated financial statements in accordance with GAAP
but only to the extent of the Guarantor’s direct or indirect proportional ownership of the AB
Entities.
“Consolidated Total Capitalization” means, at any date, for the Guarantor and its
Consolidated Subsidiaries, the sum of, without duplication, (i) Consolidated Total Indebtedness
plus (ii) Adjusted Consolidated Net Worth.
“Consolidated Total Indebtedness” means, at any date, for the Guarantor and its
Consolidated Subsidiaries, the sum of, without duplication, (i) the aggregate amount of all
NonOperating Indebtedness plus (ii) the aggregate amount of all Disqualified Capital Stock and
Hybrid Instruments of such Person to the extent such amount would not be included in the
determination of Adjusted Consolidated Net Worth.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a
tenor (including overnight) or an interest payment period having approximately the same length
(disregarding business day adjustment) as such Available Tenor.
8
“Credit Documents” means (a) this Agreement, (b) the Guarantee Agreement and (c) with
respect to any Letter of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or applicable only to
such Letter of Credit) governing or providing for (i) the rights and obligations of the parties
concerned or at risk with respect to such Letter of Credit or (ii) any collateral security for any of
such obligations, each as the same may be modified and supplemented and in effect from time to
time.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal
to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government
Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities
Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government
Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on
the SOFR Administrator’s Website; provided that if Daily Simple SOFR as so determined would
be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. Any
change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the
effective date of such change in SOFR without notice to the Guarantor.
“Debt” of any Person means, at any date, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable arising in the ordinary course of
business, (d) all obligations of such Person as lessee under capital leases, (e) all non-contingent
obligations of such Person to reimburse any bank or other Person in respect of amounts paid
under a letter of credit, banker’s acceptance or similar instrument, (f) all Debt of others secured
by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (g)
all Debt of others Guaranteed by such Person, and (h) all obligations of such Person in respect of
Disqualified Capital Stock (and, for the avoidance of doubt, Debt shall include Hybrid
Instruments); provided that the definition of “Debt” does not include any obligations of such
Person (x) under repurchase or reverse repurchase agreements to repurchase or resell (as
applicable) securities (or other property) which arise out of or in connection with the sale of the
same or substantially similar securities (or other property) or (y) to return collateral pledged in
respect of or in connection with the loan of such securities. 
“Default” means any condition or event which constitutes an Event of Default or which
with the giving of notice or lapse of time or both would, unless cured or waived, become an
Event of Default.
“Derivative Financial Products” of any Person means all obligations (including whether
pursuant to any master agreement or any particular agreement or transaction) of such Person in
respect of any rate swap transaction, basis swap, forward rate transaction, interest rate future,
commodity swap, commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, cross-currency rate swap transaction, currency
9
future, currency option or any other similar transaction (including any option with respect to any
of the foregoing) or any combination thereof.
“Disqualified Capital Stock” means that portion of any Capital Stock (other than Capital
Stock that is solely redeemable, or at the election of the issuer thereof (not subject to any
condition), may be redeemed, with Capital Stock that is not Disqualified Capital Stock) which,
by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof, on or prior to 180 days after the first anniversary of the
Commitment Termination Date.
“Disqualified Institution” means each of the (a) certain banks, financial institutions and
other institutional lenders and Persons identified to the LC Issuer in writing on or prior to the date
hereof, (b) bona fide competitors of the Guarantor and its Subsidiaries identified in writing by the
Guarantor to the LC Issuer from time to time, (c) those Persons primarily engaged in private
equity, venture capital or mezzanine or distressed lending and identified in writing by the
Guarantor to the LC Issuer from time to time and (d) Affiliates of the Persons or entities referred
to in clauses (a) and (b) above to the extent clearly identifiable by name or identified in writing
by the Guarantor to the LC Issuer from time to time; provided that notwithstanding anything
herein to the contrary, in no event shall any supplement to the list of Disqualified Institutions
apply retroactively to disqualify any Persons that have previously acquired a participation interest
under this Agreement that is otherwise permitted by this Agreement, but upon the effectiveness
of such designation, any such Person may not acquire any additional participations; provided,
further, that no supplement to such list shall be effective until the third (3rd) Business Day
following the LC Issuer’s receipt of such supplement in writing; provided, further that any bona
fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of business
which is managed, sponsored or advised by any Person controlling, controlled by or under
common control with a competitor or its controlling owner shall be deemed not to be a
competitor of the Guarantor or any of its Subsidiaries.
“Dividing Person” has the meaning set forth in the definition of “Division.”
“Division” means the division of assets, liabilities, and/or obligations of a Person (the
“Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or
similar arrangement), which may or may not include the Dividing Person and pursuant to which
the Dividing Person may or may not survive.
“Dollars” and the sign “$” means lawful money in the United States of America.
“Early Termination” has the meaning set forth in the definition of “Material Unpaid
Derivative Product Indebtedness.”
“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
10
established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any
delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the date this Agreement becomes effective in accordance with
Section 3.02.
“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to the environment or
to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial,
toxic or hazardous substances or wastes or the clean-up or other remediation thereof.
“EQ AZ” means EQ AZ Life RE Company, an Arizona corporation.
“Equity Issuance” means, with respect to any Person, (a) any issuance or sale by such
Person of (i) any Capital Stock, (ii) any warrants or options exercisable in respect of Capital
Stock (other than any warrants or options issued to directors, officers or employees of such
Person in their capacity as such and any Capital Stock issued upon the exercise thereof) or (iii)
any other security or instrument representing Capital Stock (or the right to obtain any Capital
Stock) in such Person or (b) the receipt by such Person of any contribution to its capital (whether
or not evidenced by any equity security) by any other Person; provided that Equity Issuance shall
not include, with respect to any Subsidiary of the Guarantor, any such issuance or sale by such
Subsidiary to the Guarantor or another Subsidiary or any capital contribution by the Guarantor or
another Subsidiary to such Subsidiary.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means the Guarantor and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control
which, together with the Guarantor, are treated as a single employer under Section 414(b) or
414(c) of the Code.
11
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” has the meaning set forth in Section 6.01.
“Evergreen Letter of Credit” has the meaning set forth in Section 2.01.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB
based on such day’s federal funds transactions by depositary institutions, as determined in such
manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if
the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be
deemed to be 0.00% for the purposes of this Agreement.
“Financial Officer” means the chief financial officer, principal accounting officer,
treasurer, assistant treasurer, or other senior financial officer of the Guarantor, in each case, to the
extent duly authorized to deliver certifications hereunder.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of
the execution of this Agreement, the modification, amendment or renewal of this Agreement or
otherwise) with respect to the Term SOFR Rate or Daily Simple SOFR, as applicable. For the
avoidance of doubt, the initial Floor for each of the Term SOFR Rate and Daily Simple SOFR is
0.00%.
“GAAP” means, subject to Section 1.02, United Stated generally accepted accounting
principles as in effect as of the date of determination thereof, consistently applied.
“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the
obligee of such Debt of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part), provided that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning.
“Guarantee Agreement” means the Guarantee Agreement, dated as of the date hereof,
executed by the Guarantor in favor of the LC Issuer.
“Guarantor” means Equitable Holdings, Inc., a Delaware corporation, and its successors.
“Hybrid Instruments” means Securities (as defined below) that are given at least some
equity credit by S&P or Moody’s (and as to which, in the case of any Hybrid Instrument issued
after the Effective Date, the Guarantor shall have provided evidence of such equity credit to the
12
LC Issuer), provided that the term “Hybrid Instruments” shall exclude any Securities to the extent
recorded in the shareholder’s equity section of the consolidated balance sheet of the Guarantor
and its Consolidated Subsidiaries most recently filed with the SEC. As used herein “Securities”
means any stock, share, partnership interest, membership interest in a limited liability company,
voting trust certificate, certificate of interest or participation in any profit-sharing agreement or
arrangement, option, warrant, bond, debenture, note, or other evidence of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly
known as “securities” or any certificates of interest, shares or participations in temporary or
interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or
acquire, any of the foregoing.
“Hybrid Instrument Amount” means, with respect to any Hybrid Instruments, the
principal amount (which principal amount may be a portion of the aggregate principal amount) of
such Hybrid Instrument that is accorded equity credit treatment by S&P and/or Moody’s at the
time of issuance thereof; provided that, (i) in the case such Hybrid Instruments are given equity
credit by both S&P and Moody’s, the higher of the two amounts shall apply, (ii) the equity credit
treatment given by S&P and Moody’s to any Hybrid Instrument at the time of issuance shall be
deemed to apply to such Hybrid Instrument to the extent such Hybrid Instrument remains
outstanding, irrespective of any change in the equity credit treatment given by either such rating
agency to such Hybrid Instrument at any time after the date of issuance (it being agreed, for
avoidance of doubt, that any change in the amount or percentage of the equity credit given to
such Hybrid Instrument that is contemplated in the equity credit treatment given to such Hybrid
Instrument as of the date of issuance (including, without limitation, any such change resulting
from the life to maturity of such Hybrid Instrument or the amount of all such Hybrid Instruments
as a percentage of total adjusted capital (as determined by S&P or Moody’s)) shall continue to be
given effect after the date of issuance in determining the Hybrid Instrument Amount), unless such
change results from an amendment or modification to such Hybrid Instrument, and (iii) the
Hybrid Instrument Amount that is included in the determination of Adjusted Consolidated Net
Worth shall not, at any time, exceed 15% of Consolidated Total Capitalization.
“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of
the Guarantor that is not guaranteed by any other Person or subject to any other credit
enhancement.
“Insurance Subsidiary” means any Subsidiary which is subject to the regulation of, and is
required to file statements with, any governmental body, agency or official in any State or
territory of the United States or the District of Columbia which regulates insurance companies or
the doing of an insurance business therein.
“Investment Entity” means a joint venture, partnership, limited liability company or other
Person that is not wholly-owned by the Guarantor or any of its Subsidiaries, in respect of which
none of the Guarantor or any of its Subsidiaries directly or indirectly exercises or has the
contractual right (pursuant to the terms of the relevant joint venture agreement, partnership
agreement, operating agreement or limited liability company agreement or similar agreement) to
exercise day-to-day management or control over the business or affairs of such Person (provided,
13
that the Guarantor or its Subsidiaries shall not be considered to have control solely as a result of
having a veto or consent right over certain material actions or decisions, including, without
limitation, the incurrence of indebtedness or other obligations or the entry into certain other
material transactions).
“LC Issuer” means Commerzbank AG, New York Branch, in its capacity as LC Issuer
hereunder.
“LC Disbursement” means a payment made by the LC Issuer pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
under Letters of Credit that have not yet been reimbursed by or on behalf of the relevant
Subsidiary Account Party at such time.
“Letter of Credit” means each letter of credit issued under Section 2.01.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement,
the Guarantor or any Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or beneficially holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement relating to such asset.
“Margin Stock” has the meaning given to it in Regulations T, U and X. 
“Material Adverse Effect” means a material adverse effect on (a) the business, financial
condition or operations of the Guarantor and its Consolidated Subsidiaries, taken as a whole or
(b) the validity or enforceability of any of the Credit Documents or the material rights and
remedies of the LC Issuer under the Credit Documents.
“Material Subsidiary” means (a) any Subsidiary that has total assets (including, without
limitation, Capital Stock of its Subsidiaries) in excess of 10% of the total assets of the Guarantor
and its Consolidated Subsidiaries (based upon and as of the date of the filing of the most recent
consolidated balance sheet of the Guarantor delivered pursuant to Section 4.04 or 5.01) and (b)
any Subsidiary of the Guarantor whose Subsidiaries include one or more Material Subsidiaries.
In the event that the aggregate total assets of the Material Subsidiaries represents less than 80%
of the consolidated total assets of the Guarantor and its Consolidated Subsidiaries (as reported on
the Guarantor’s most recent consolidated balance sheet furnished pursuant to Section 4.04 or
5.01), the Guarantor shall promptly designate by written notice to the LC Issuer an additional
Subsidiary or Subsidiaries as Material Subsidiaries in order that, after such designation, the
aggregate total assets of the Material Subsidiaries represent at least 80% of the consolidated total
assets of the Guarantor and its Consolidated Subsidiaries (as reported on the Guarantor’s most
recent consolidated balance sheet furnished pursuant to Section 4.04 or 5.01).
“Material Unpaid Derivative Product Indebtedness” means, at any time, any obligations
of the Guarantor or any of its Material Subsidiaries then due and payable by the Guarantor or any
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of its Material Subsidiaries in respect of one or more swap contracts (giving effect to any legally
enforceable netting agreements) as a result of such swap contracts being terminated, accelerated
or closed-out by the counter-party prior to the scheduled termination of such swap contracts (an
“Early Termination”), where such Early Termination was the result of an event of default or
other similar breach of such swap contracts attributable to the Guarantor or any of its Material
Subsidiaries.
“Moody’s” means Moody’s Investors Service, Inc. 
“Multiemployer Plan” means at any time an employee pension benefit plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
making or accruing an obligation to make contributions or has within the preceding five plan
years made contributions, including for these purposes any Person which ceased to be a member
of the ERISA Group during such five-year period.
“NAIC” means the National Association of Insurance Commissioners and any successor
thereto.
“NAIC Approved Bank” means a bank that is a bank listed on the most current “List of
Qualified U.S. Financial Institutions” approved by the NAIC (the “NAIC Approved Bank List”)
(or any branch or related entity of such bank that qualifies as a Qualified U.S. Financial
Institution in accordance with the Purposes and Procedures Manual of the NAIC Investment
Analysis Office).
“NAIC Approved Bank List” has the meaning set forth in the definition of “NAIC
Approved Bank”.
“NAIC-Compliant Provisions” has the meaning set forth in Section 2.01(a).
“Net Proceeds” means, with respect to any Equity Issuance, the aggregate cash proceeds
received in respect of such Equity Issuance, net of all reasonable fees and out-of-pocket expenses
paid to third parties (other than Affiliates of the Guarantor) in connection therewith; provided
that Net Proceeds of any Equity Issuance shall not include any proceeds received in respect of the
exercise of stock options held by officers, directors, employees, or consultants of the Guarantor
or any of its Subsidiaries.
“Non-Operating Indebtedness” of any Person means, at any date, all Debt (other than
Operating Indebtedness) of such Person.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in
effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day
that is not a Business Day, for the immediately preceding Business Day); provided that if none of
such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the
rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the LC Issuer
15
from a Federal funds broker of recognized standing selected by it; provided, further, that if any of
the aforesaid rates shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes
of this Agreement.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or
any successor source.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Obligor arising under any Credit Document or otherwise with respect to any Letter
of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Obligor or any Affiliate thereof of any
proceeding under any bankruptcy, insolvency or similar laws affecting creditors’ rights generally
naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.
“Obligor” means each of the Guarantor and each Subsidiary Account Party.
“Operating Indebtedness” of any Person means, at any date, without duplication, any
Debt of such Person (a) in respect of or supporting (including any Guarantee of Debt in respect
thereof) AXXX, XXX and other similar life reserve requirements, (b) incurred in connection with
repurchase agreements, securities lending or other spread lending activities, (c) to the extent the
proceeds of which are used directly or indirectly (including for the purpose of funding portfolios
that are used to fund trusts in order) to support AXXX, XXX and other similar life reserves, (d)
to the extent the proceeds of which are used to fund discrete customer-related assets or pools of
assets (and related hedge instruments and capital) that are at least notionally segregated from
other assets and have sufficient cash flow to pay principal and interest thereof, with insignificant
risk of other assets of the Guarantor and its Subsidiaries being called upon to make such principal
and interest payments, (e) excluded entirely from financial leverage by both S&P and Moody’s in
their evaluation of such person, (f) consisting of loans and other obligations owing to Federal
Home Loan Banks or the Federal Agriculture Mortgage Corporation or (g) (i) incurred by or on
behalf of collateralized loan obligation investment vehicles managed by AB Broadly Syndicated
Loan Manager LLC, including as a part of customary warehouse financing, or (ii) incurred by
Investment Entities, in the case of each of (i) and (ii) for which there is no recourse to the
Guarantor and its Subsidiaries.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight
federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Ownership Interests” has the meaning set forth in Section 5.08.
“Parent” means, with respect to the LC Issuer, any Person as to which the LC Issuer is,
directly or indirectly, a subsidiary.
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“Participant” has the meaning set forth in Section 8.05(b).
“Participant Register” has the meaning set forth in Section 8.05(b).
“Patriot Act” has the meaning set forth in Section 4.16.
“Payment Account” means an account designated by the LC Issuer in a notice to the
Guarantor to which payments hereunder are to be made.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means an individual, a corporation, a partnership, an association, a trust or any
other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Plan” means at any time an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five (5) years been maintained, or contributed to, by any Person which was at such
time a member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.
“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section
3(42) of ERISA, as amended from time to time.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the
“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per
annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no
longer quoted therein, any similar rate quoted therein (as determined by the LC Issuer) or any
similar release by the Federal Reserve Board (as determined by the LC Issuer). Each change in
the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.
“PTE” means a prohibited transaction exemption issued by the U.S. Department of Labor,
as any such exemption may be amended from time to time.
“Quarterly Dates” means the last day of March, June, September and December in each
year, the first of which shall be the first such day after the Effective Date.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if
such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2)
Business Days preceding the date of such setting, (2) if such Benchmark is Daily Simple SOFR,
then four (4) Business Days prior to such setting or (3) if such Benchmark is none of the Term
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SOFR Rate or Daily Simple SOFR, the time determined by the LC Issuer in its reasonable
discretion.
“Regulation S-X” means Regulation S-X promulgated under the Securities Act of 1933,
as amended from time to time, and as interpreted by the SEC.
“Regulations T, U and X” means Regulations T, U and X, respectively, of the Board of
Governors of the Federal Reserve System, in each case as in effect from time to time.
“Regulatory Authority” has the meaning set forth in Section 8.9(b).
“Reinsurance Transaction” means the closing of the transactions on July 31, 2025
contemplated by the RGA Master Transaction Agreement, including entry into the Reinsurance
Agreements and the Trust Agreements (as defined therein), in accordance with the terms of the
RGA Master Transaction Agreement.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates
and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates.
“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the
NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the NYFRB or, in each case, any successor thereto.
“Reset Event” has the meaning set forth in Section 5.07(a).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority.
“RGA Master Transaction Agreement” means that certain Master Transaction Agreement
dated as of February 23, 2025, by and among Equitable Financial Life Insurance Company,
Equitable Financial Life Insurance Company of America, Equitable Financial Life and Annuity
Company and RGA Reinsurance Company, as amended from time to time. 
“S&P” means Standard and Poor’s Ratings Services.
“Sanctions” has the meaning set forth in Section 4.16.
“Sanctions Laws” has the meaning set forth in Section 4.16.
“SEC” means Securities and Exchange Commission or any governmental body, agency or
official succeeding to its principal functions.
“Secured Obligations” has the meaning set forth in Section 2.02(e).
“SOFR” means a rate equal to the secured overnight financing rate as administered by the
SOFR Administrator.
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“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New
York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple
SOFR”.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“Statutory Statement” means a statement of the condition and affairs of an Insurance
Subsidiary, prepared in accordance with accounting procedures and practices prescribed or
permitted by an applicable insurance regulatory authority or the NAIC, as modified in
accordance with permitted practices approved by an applicable insurance regulatory authority,
and filed with an applicable insurance regulatory authority or the NAIC.
“Subsidiary” means any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly owned by the
Guarantor, but excluding:  (i) the AB Entities, and (ii) the Investment Entities.
“Subsidiary Account Party” means EQ AZ and each other direct or indirect Subsidiary of
the Guarantor that becomes a Subsidiary Account Party in accordance with the terms of Section
8.11, until such time as such Subsidiary ceases to be a Subsidiary Account Party in accordance
with the terms of Section 8.11.
“Subsidiary Joinder Agreement” means a joinder to this Agreement, substantially in the
form of Exhibit C.
“Term SOFR Determination Day” has the meaning specified in the definition of “Term
SOFR Reference Rate”.
“Term SOFR Rate” means, for the applicable Corresponding Tenor as of the applicable
Reference Time, the Term SOFR Reference Rate, as such rate is published by the CME Term
SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR
Determination Day”) the rate per annum published by the CME Term SOFR Administrator as the
forward-looking rate based on SOFR with a tenor comparable to the applicable interest period;
provided that if the Term SOFR Reference Rate as so determined would be less than 0.00%, such
rate shall be deemed to be 0.00% for purposes of this Agreement. If by 5:00 pm
(New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference
Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and
a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then so
long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR
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Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate
as published in respect of the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long
as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S.
Government Securities Business Days prior to such Term SOFR Determination Day. 
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under
the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as
amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,
which includes certain credit institutions and investment firms, and certain affiliates of such
credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement
excluding the related Benchmark Replacement Adjustment. 
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)
a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
 
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect
to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In
Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide
that any such contract or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.
SECTION 1.02 Accounting Terms and Determinations. 
(a)All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, applied
in a manner consistent with that used in preparing the audited financial statements or statutory
statements, as of the Effective Date, except as otherwise specifically prescribed herein. 
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(b)If at any time any change in GAAP would affect the computation of any
requirement set forth in any Credit Document, and either the Guarantor or the LC Issuer shall so
request, the LC Issuer and the Guarantor shall negotiate in good faith to amend such requirement
to preserve the original intent thereof in light of such change in GAAP (subject to the approval of
the LC Issuer); provided that, until so amended, (i) such requirement shall continue to be
computed in accordance with GAAP as in effect prior to such change therein and (ii) the
Guarantor shall provide to the LC Issuer financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such requirement made before and after giving effect to such change in GAAP.
ARTICLE II
THE CREDITS
SECTION 2.01 Letters of Credit.
(a) General.  Subject to the terms and conditions set forth herein, at the request
of any Subsidiary Account Party at any time and from time to time during the Commitment
Availability Period, the LC Issuer agrees to issue Letters of Credit denominated in Dollars for the
account of such Subsidiary Account Party, that will not result in the aggregate outstanding
amount of the LC Exposure of the LC Issuer exceeding the aggregate amount of the Commitment
of the LC Issuer.
Each Letter of Credit shall be a standby letter of credit in substantially the form
attached hereto as Exhibit A, with such changes therein as may be requested by the relevant
Subsidiary Account Party, so long as the LC Issuer approves in writing such changes.  Each
Letter of Credit shall be unconditional.  Notwithstanding the foregoing, subject to the terms and
conditions of this Agreement, if the relevant Subsidiary Account Party requests that a Letter of
Credit include additional provisions (or revisions to the form attached hereto as Exhibit A) in
order to satisfy the requirements for letters of credit under credit-for-reinsurance provisions in the
jurisdiction of organization of the beneficiary of such Letter of Credit with respect to reinsurance
reserve credit requirements by providing written notice to the LC Issuer at least five (5) Business
Days prior to issuance of such Letter of Credit (or such shorter time as may be agreed in writing
by the LC Issuer) specifying the requested additional provisions and a summary of the reasons
therefor, such Letter of Credit shall include such requested or revised provisions (such
provisions, “NAIC-Compliant Provisions”) unless the issuance of such Letter of Credit with any
such NAICCompliant Provisions would, in the reasonable judgment of the LC Issuer, materially
increase the potential liability of the LC Issuer, and the Guarantor or the Subsidiary Account
Party has not otherwise agreed to compensate the LC Issuer for any such increased liability in a
manner reasonably acceptable to the LC Issuer.  The LC Issuer shall not be obligated to verify
that any requested NAIC-Compliant Provisions satisfy such requirements for reserve credit. 
(b) Notice of Issuance, Amendment or Extension. To request the issuance of a
Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the
Subsidiary Account Party shall hand deliver or telecopy (or transmit by electronic
21
communication, if arrangements for doing so have been approved in writing by the LC Issuer) to
the LC Issuer, not later than noon (New York City time) two (2) Business Days (or such shorter
time as the LC Issuer may agree in a particular instance in its sole discretion) prior to the
requested date of issuance, amendment or extension, a notice, substantially in the form of Exhibit
B-1 hereto (or such other form as may be agreed between such Subsidiary Account Party and the
LC Issuer, requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended or extended, and specifying the date of issuance, amendment or extension, as the case
may be (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with Section 2.01(d)), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and the terms and conditions of (and such other information as
shall be necessary to prepare, amend or extend, as the case may be) such Letter of Credit (which
shall comply with Section 2.01(a)).
If requested by the LC Issuer, the Subsidiary Account Party also shall submit a letter
of credit application on standard form of the LC Issuer, in connection with any request for a
Letter of Credit.  The standard form letter of credit application of the LC Issuer is attached hereto
as Exhibit B-2.  In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the Subsidiary Account Party to, or entered into by the Subsidiary
Account Party with, the LC Issuer, relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.
Unless otherwise specified by the relevant Subsidiary Account Party, each Letter
of Credit shall provide for the automatic extension of the expiry date thereof unless the LC Issuer
shall give notice to the beneficiary thereof on or before the date that is 60 days prior to the stated
expiration date (or such shorter or longer period of time as may be agreed between the Guarantor
and the LC Issuer, but in no event shorter than 30 days) that such expiry date shall not be
extended (each such Letter of Credit, an “Evergreen Letter of Credit” and such notice, a “Non-
Extension Notice”) (it being understood and agreed that, notwithstanding any provision of this
Agreement to the contrary, the renewal of an Evergreen Letter of Credit upon an automatic
extension shall not require any notice or request to be delivered under Section 2.01(b) or under
such Letter of Credit); provided, that each Letter of Credit shall by its terms expire no later than
one (1) year after the Commitment Termination Date with a properly executed Non-Extension
Notice.
(c)Limitations on Amounts and Daily Transactions.  Each Letter of Credit
shall
be issued, amended or extended if and only if (and upon such issuance, amendment or extension
of each Letter of Credit the Guarantor shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment or extension, the aggregate outstanding amount of the LC
Exposure of the LC Issuer shall not exceed the aggregate amount of the Commitment of the LC
Issuer.
In no event may more than 10 issuances, amendments and/or extensions of Letters
of Credit occur on any day, unless the LC Issuer shall otherwise agree.
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(d)Expiry Date.  Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of
Credit (provided that each Letter of Credit shall contain “evergreen” provisions for the renewal
or extension thereof to a date not later than one (1) year after the then current expiry date thereof)
or (ii) the first anniversary of the Commitment Termination Date with a properly executed
NonExtension Notice.  The Guarantor shall cause any Letter of Credit outstanding on or after the
date that is five (5) Business Days prior to the Commitment Termination Date to be cash
collateralized in accordance with Section 2.02(e) on or prior to such date and for so long as such
Letter of Credit is outstanding.
(e)Extensions to the Commitment Termination Date.  Subject to (i) the
absence
of any Default or Event of Default that has occurred and is continuing at the time of any
extension request and (ii) the written approval being given by the LC Issuer for the relevant
extension request and payment of the extension fee as mutually agreed among the Guarantor and
the LC Issuer, on or prior to the date that is 30 days after each of the first nine anniversaries of
the Effective Date, upon the Obligors’ request, the Commitment Termination Date will be
extended by one additional year, such that if the Obligors exercise each of the seven election
options, the Commitment Termination Date shall be fourteen years from the Effective Date.
(f)Conditions to Issuance.  The LC Issuer shall have no obligation to issue
Letters of Credit, so long as:
(i)Any order, judgment or decree of any governmental authority or
arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing
such Letter of Credit;
(ii)Any law applicable to LC Issuer or any request or directive (whether or
not having the force of law) from any governmental authority with jurisdiction over the LC
Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to
any such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer
is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon
the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective
Date and which the LC Issuer in good faith deems material to it;
(iii)Except as otherwise agreed by LC Issuer, such Letter of Credit is
in an initial amount less than $1,000,000;
(iv)Such Letter of Credit is to be denominated in a currency other
than US Dollars;
(v)Such Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after any drawing thereunder; or
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(vi)No Subsidiary Account Party is party to this Agreement as of the
proposed date of issuance.
SECTION 2.02 Reimbursement for LC Disbursements, Cover, Etc.
(a)Reimbursement. If the LC Issuer shall make any LC Disbursement in
respect of any Letter of Credit, the relevant Subsidiary Account Party shall reimburse the LC
Issuer in respect of any such LC Disbursement by paying to the LC Issuer an amount equal to
such LC Disbursement not later than 5:00 p.m., New York City time, on the Business Day
immediately following the day that the relevant Subsidiary Account Party receives notice of such
LC Disbursement.
(b)Reimbursement Obligations Absolute. The obligations of the relevant
Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of
the Guarantor, as guarantor, as provided in the Guarantee Agreement, shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to
the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance
with any of such reimbursement obligations of any Subsidiary Account Party or party thereto
shall be waived, extended or renewed, (v) any of such reimbursement obligations of any
Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect,
or any guarantee of any of such reimbursement obligations or any security therefor shall be
released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or
security interest granted to, or in favor of, the LC Issuer as security for any of such
reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the
existence of any proceedings of the type described in Section 6.01(g) or (h) with respect to any
other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix)
any lack of validity or enforceability of any of such reimbursement obligations against any other
Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of the
obligations of the Guarantor or any Subsidiary Account Party hereunder.
Neither the LC Issuer nor any of its Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond their control;
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provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any
Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and
punitive damages, claims in respect of which are hereby waived by the Obligors to the extent
permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence
or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an
LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided
in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a
final and non-appealable judgment by a court of competent jurisdiction. The parties hereto
expressly agree that:
(i)the LC Issuer may accept documents that appear on their face to
be in substantial compliance with the terms of a Letter of Credit without responsibility
for further investigation, regardless of any notice or information to the contrary, and
may make payment upon presentation of documents that appear on their face to be in
substantial compliance with the terms of such Letter of Credit;
(ii)the LC Issuer shall have the right, in its sole discretion, to decline
to accept such documents and to make such payment if such documents are not in
strict compliance with the terms of such Letter of Credit; and
(iii)this sentence shall establish the standard of care to be exercised
by the LC Issuer when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof (and the parties hereto hereby
waive, to the extent permitted by applicable law, any standard of care inconsistent with
the foregoing).
(c)Disbursement Procedures. The LC Issuer shall, within a reasonable time
following its receipt thereof, examine all documents purporting to represent a demand for
payment under any Letter of Credit. The LC Issuer shall promptly after such examination notify
the Guarantor (who shall notify the relevant Subsidiary Account Party) by telephone (confirmed
by telecopy) of such demand for payment. With respect to any drawing properly made under any
such Letter of Credit, the LC Issuer will make an LC Disbursement in respect of such Letter of
Credit in accordance with its liability under such Letter of Credit and this Agreement.  The LC
Issuer will make any such LC Disbursement available to the beneficiary of such Letter of Credit
by promptly crediting the amount of the LC Disbursement to the account identified by such
beneficiary in connection with such demand for payment. Promptly following any LC
Disbursement by LC Issuer in respect of any such Letter of Credit, the LC Issuer will notify the
Guarantor (who shall notify the relevant Subsidiary Account Party) of such LC Disbursement;
provided that any failure to give or delay in giving such notice shall not relieve the relevant
Subsidiary Account Party of its obligation to reimburse the LC Issuer with respect to any such
LC Disbursement, the Guarantor of its guarantee pursuant to the Guarantee Agreement, or any of
the relevant Subsidiary Account Party’s or the Guarantor’s obligations hereunder.
(d)Interim Interest. If any LC Disbursement is made, then, unless such LC
Disbursement has been reimbursed in full on the date such LC Disbursement is made (without
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regard for when notice thereof is given), the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding the date that the
relevant Subsidiary Account Party reimburses such LC Disbursement, at the rate per annum
equal to the Alternate Base Rate plus 1.00%.
(e)Provision of Cover. In the event the Guarantor or the Subsidiary Account
Parties shall have provided (or be required to provide) cash collateral for outstanding Letters of
Credit pursuant to Sections 2.01(d) or 6.01, the LC Issuer will establish a separate cash collateral
account (the “Collateral Account”), which may be a “securities account” (as defined in Section
8501 of the Uniform Commercial Code as in effect in New York (the “NY UCC”)), in the name
and under the sole dominion and control of the LC Issuer (and, in the case of a securities account,
in respect of which the LC Issuer is the “entitlement holder” (as defined in Section 8-102(a)(7) of
the NY UCC)) into which there shall be deposited an amount of cash equal to 103% of the
aggregate LC Exposure as of such date. As collateral security for the prompt payment in full
when due of the Obligations and all reimbursement obligations in respect of LC Disbursements,
all interest thereon, and all other obligations of the Obligors under the Credit Documents whether
or not then outstanding or due and payable (such obligations being herein collectively called the
“Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit
of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and to
the Collateral Account and the balances from time to time in the Collateral Account (including
the investments and reinvestments therein provided for below). The balances from time to time in
the Collateral Account shall not constitute payment of any Secured Obligations until applied by
the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding,
funds held in the Collateral Account shall be subject to withdrawal only as provided in this
Section 2.02(e). Amounts on deposit in the Collateral Account shall be invested and reinvested
by the LC Issuer in such short-term investments as the LC Issuer shall determine in its sole
discretion. All such investments and reinvestments shall be held in the name and be under the
sole dominion and control of the LC Issuer and shall be credited to the Collateral Account. At
any time, and from time to time, while an Event of Default has occurred and is continuing, the
LC Issuer may liquidate any such investments and reinvestments and credit the proceeds thereof
to the Collateral Account and apply or cause to be applied such proceeds and any other balances
in the Collateral Account to the payment of any of the Secured Obligations due and payable. If at
any time (i) no Default has occurred and is continuing and (ii) all of the Secured Obligations then
due have been paid in full but Letters of Credit remain outstanding, the LC Issuer shall, from
time to time, at the request of the Guarantor, deliver to the relevant Obligor, against receipt but
without any recourse, warranty or representation whatsoever, such of the balances in the
Collateral Account as exceed the aggregate undrawn face amount of all outstanding Letters of
Credit. When all of the Secured Obligations shall have been paid in full, all Letters of Credit
have expired or been terminated and the Commitment has terminated, the LC Issuer shall
promptly deliver to the Guarantor, for account of the relevant Obligor, against receipt but without
any recourse, warranty or representation whatsoever, the balances remaining in the Collateral
Account.
SECTION 2.03 Benchmark Replacement.
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(a)Notwithstanding anything to the contrary herein or in any other Credit Document, if a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the then-current Benchmark, then
if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and
under any Credit Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other
party to, this Agreement or any other Credit Document. 
(b)Notwithstanding anything to the contrary herein or in any other Credit Document, the LC
Issuer will have the right to make Benchmark Replacement Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other
Credit Document, any amendments implementing such Benchmark Replacement Conforming
Changes will become effective without any further action or consent of any other party to this
Agreement or any other Credit Document. 
(c)The LC Issuer will promptly notify the Guarantor of (1) any occurrence of
a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the
effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or
reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-
occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action or any selection, will be conclusive and binding absent manifest error and may be made in
its sole discretion and without consent from any other party to this Agreement or any other Credit
Document, except, in each case, as expressly required pursuant to this Section 2.03.
(d)Notwithstanding anything to the contrary herein or in any other Credit
Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate)
and either (a) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by the LC Issuer in its reasonable
discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is
or will be no longer representative, then the LC Issuer may modify the definition of “Interest
Period” for any Benchmark settings at or after such time to remove such unavailable or
nonrepresentative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a)
is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or
will no longer be representative for a Benchmark (including a Benchmark Replacement), then the
LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after
such time to reinstate such previously removed tenor.
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(e)Any determination, decision or election that may be made by the LC Issuer
pursuant to this Section 2.03, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any
decision to take or refrain from taking any action, will be conclusive and binding absent manifest
error and may be made in its sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section 2.03.
(f)The LC Issuer does not warrant or accept any responsibility for, and shall
not have any liability with respect to, the administration of, submission of, calculation of or
availability of or any other matter related to any interest rate used in this Agreement, or with
respect to any alternative or successor rate thereto, or replacement rate thereof, including without
limitation, whether the composition or characteristics of any such alternative, successor or
replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the existing interest rate being replaced or have the same volume or liquidity as did any
interest rate prior to its discontinuance or unavailability. 
SECTION 2.04 Fees. 
(a)The Guarantor agrees to pay or to cause the relevant Subsidiary Account
Party to pay to the LC Issuer for its own account a commitment fee (“Commitment Fee”), which
shall accrue at a rate separately agreed in writing among the Obligors and the LC Issuer on the
actual daily unused amount of the Commitment of the LC Issuer during the period from and
including the Availability Effective Date to but excluding the date that the Commitment
terminates. Commitment Fees accrued through and including each Quarterly Date shall be
payable in arrears on the fifteenth day following such Quarterly Date, commencing on the first
such date to occur after the Availability Effective Date; provided that all such fees shall be
payable on the date on which the Commitment terminates and any such fees accruing after such
date shall be payable on demand.
(b)The Guarantor agrees to pay or to cause the relevant Subsidiary Account
Party to pay to the LC Issuer for its own account a letter of credit fee with respect to each Letter
of Credit, which shall accrue at a rate separately agreed in writing among the Obligors and the
LC Issuer on the average daily aggregate undrawn amount of all outstanding Letters of Credit
during the period from and including the Availability Effective Date to but excluding the later of
the date on which the LC Issuer’s Commitment terminates and the date on which the LC Issuer
ceases to have any LC Exposure. Letter of credit fees accrued through and including each
Quarterly Date shall be payable in arrears on the fifteenth day following such Quarterly Date,
commencing on the first Quarterly Date to occur after the Availability Effective Date; provided
that all such fees shall be payable on the date on which the Commitment terminates and any such
fees accruing after such date shall be payable on demand.
(c)Each Subsidiary Account Party agrees to pay, on demand, to the LC Issuer
(with respect to Letters of Credit issued for its account) for its own account, all commissions,
charges, costs and expenses with respect to the issuance, amendment, renewal and extension of
each such Letter of Credit and drawings and other transactions relating thereto in amounts
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reasonably and customarily charged from time to time in like circumstances by the LC Issuer or,
as may be separately agreed from time to time by the Guarantor and the LC Issuer.
(d)The Guarantor agrees to pay or cause the Subsidiary Account Parties to
pay
to the LC Issuer for its own account an extension fee with respect to each extension of the
Commitment hereunder pursuant to Section 2.01(e), which shall be payable on the date of such
extension in the amount separately agreed to in writing among the Obligors and the LC Issuer.
(e)All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the LC Issuer. Fees paid hereunder shall not be refundable under any
circumstances.
SECTION 2.05 Termination, Reduction of Commitment.
(a)Unless previously terminated, the Commitment shall automatically
terminate on the Commitment Termination Date.
(b)The Guarantor may, upon written notice to the LC Issuer by 10:00 a.m.,
New York City time, at least three Business Days prior to such termination or reduction, without
premium or penalty, terminate at any time, or permanently reduce from time to time by an
aggregate amount of $10,000,000 or any larger multiple of $5,000,000 (or such other amount that
represents the aggregate amount of the Commitment at such time), the aggregate amount of the
Commitment, provided that, after giving effect to such termination or any such reduction, the
aggregate outstanding amount of the LC Exposure of the LC Issuer shall not exceed the
aggregate amount of the Commitment of the LC Issuer. Such notice shall not thereafter be
revocable by the Guarantor; provided, that any such notice may be conditioned upon the
occurrence of one or more events (including the effectiveness of new credit facilities) and may be
revoked by the Guarantor upon the non-occurrence of such event by written notice to the LC
Issuer prior to the date specified for such termination or reduction. Any termination or reduction
of the Commitment shall be permanent.
SECTION 2.06 Payments Generally.
(a)The Obligors shall make or cause to be made each payment required to be
made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under
Article VII or otherwise) or under any other Credit Document (except to the extent otherwise
provided therein) not later than 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in
the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII
shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a
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day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder or under any other Credit Document
shall be made in Dollars.
(b)If at any time insufficient funds are received by and available to the LC
Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit
or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay
interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay
such unreimbursed LC Disbursements then due hereunder.
SECTION 2.07 Computation of Interest and Fees.  Interest based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the
actual number of days elapsed (including the first day but excluding the last day). All other
interest and fees shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).
SECTION 2.08 Provisions Relating to NAIC Approved Banks.  The LC Issuer confirms
that it is, as of the date of this Agreement, listed on the NAIC Approved Bank List. 
SECTION 2.09 Payments Inability to Determine Rates or Illegality.  Subject to Section
2.03, if, following an LC Disbursement (an “Affected Interest Period”), the LC Issuer
determines:
(a)that Adjusted Term SOFR cannot be determined pursuant to the definition
thereof, 
(b)Adjusted Term SOFR for any requested interest period does not
adequately
and fairly reflect the cost of funding to the LC Issuer, or
(c)any law, rule or regulation has made it unlawful, or that any governmental
authority has asserted that it is unlawful, for any lender or its applicable lending office to make,
maintain, or fund advances whose interest is determined by reference to SOFR, the Term SOFR
Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates
based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR;
then the Base Rate definition shall not take into account any reference to clause (c) of the
definition of “Alternate Base Rate”, until the LC Issuer notifies the Guarantor that the
circumstances giving rise to such determination no longer exist.
ARTICLE III
CONDITIONS
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SECTION 3.01 Each Credit Extension.  The obligation of the LC Issuer to issue, amend,
or extend any Letter of Credit is subject to the satisfaction (or waiver in accordance with Section
8.04) of the following conditions:
(a)the conditions precedent to effectiveness set forth in
Section 3.02 shall have
been satisfied (or waived in accordance with Section 8.04) and the Effective Date shall have
occurred and none of the conditions or circumstances in Section 2.01(f) shall be then occurring; 
(b)[reserved];
(c)receipt by the LC Issuer of a notice of issuance, amendment
or extension,
as the case may be, as required by Section 2.01(b);
(d)immediately before and after issuance, amendment or
extension of such Letter of Credit no Default or Event of Default shall have
occurred and be continuing; and
(e)the representations and warranties (other than, except with
respect to an
extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d)
and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to
the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct
in all material respects on and as of the date of such issuance, amendment or extension of such
Letter of Credit (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).
Each issuance, amendment or extension of a Letter of Credit hereunder shall be deemed to be a
representation and warranty by the Guarantor on the date of such issuance, amendment or
extension, as the case may be, as to the satisfaction of the conditions specified in clauses (a), (d)
and (e) of this Section 3.01.
SECTION 3.02 Effectiveness.  This Agreement shall become effective on the first date
that all of the following conditions shall have been satisfied (or waived in accordance with
Section 8.04):
(a)receipt by the LC Issuer of counterparts of this Agreement and the
Guarantee Agreement signed by each of the Persons listed on the signature pages hereto and
thereto, as applicable;
(b)receipt by the LC Issuer of an opinion of internal and external counsel to
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the Guarantor addressed to it and dated the Effective Date, covering such matters relating to the
Obligors, this Agreement or the transactions contemplated hereby as the LC Issuer shall
reasonably request (and the Guarantor hereby requests such counsel to deliver such opinions);
(c)receipt by the LC Issuer of a certificate, dated the Effective Date and
signed
by a Financial Officer of the Guarantor, certifying: (i) (x) that the representations and warranties
contained in this Agreement shall be true and correct in all material respects on and as of such
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) and
(y) no Default or Event of Default shall have occurred and be continuing, (ii) as to clause (g) of
this Section 3.02 and (iii) calculations of Adjusted Consolidated Net Worth and Consolidated
Total Indebtedness to Consolidated Total Capitalization calculated as of the last day of the most
recently ended fiscal quarter for which financial statements of the Guarantor are available;
(d)receipt by the LC Issuer of such documents and certificates as the LC
Issuer
may reasonably request relating to the organization, existence and good standing of the Obligors,
the authorization of the transactions contemplated hereby and any other legal matters relating to
each of the Obligors, this Agreement or the transaction contemplated hereby, all in form and
substance reasonably satisfactory to the LC Issuer, including a certified copy of the
organizational documents, resolutions (or equivalent approvals) of the Board of Directors (or
equivalent governing body) and incumbency certifications of each Obligor, in form and
substance reasonably satisfactory to the LC Issuer, evidencing the authorization of such
Obligor’s the execution, delivery and performance of this Agreement and other Credit
Documents;
(e)at least five (5) days prior to the Effective Date, (i) receipt by the LC
Issuer
of all documents, instruments and other information regarding any Obligor as it may reasonably
request in connection with applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act, to the extent requested from the Guarantor at least ten
(10) days prior to the Effective Date and (ii) to the extent that any Obligor qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, the LC Issuer that has requested, in
a written notice to the Guarantor at least ten (10) days prior to the Effective Date, a Beneficial
Ownership Certification in relation to the applicable Obligor shall have such Beneficial
Ownership Certification;
(f)receipt by the LC Issuer of evidence as of the Effective Date as to payment
of all fees required to be paid, and all expenses required to be paid or reimbursed for which
invoices have been presented (including, without limitation, fees and disbursements of counsel to
the LC Issuer required to be paid as of the Effective Date and invoiced at least three (3) Business
Days prior to the Effective Date) in connection with this Agreement, on or before the Effective
Date; and
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(g)there shall not have occurred a material adverse change since December
31, 2020 in the business, financial condition or operations of the Guarantor and its Consolidated
Subsidiaries, taken as a whole.
The LC Issuer shall promptly notify the Guarantor of the Effective Date, and such notice shall be
conclusive and binding on all parties hereto. 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
On the Effective Date, the Availability Effective Date and each other date as required by
the Credit Documents, the Guarantor represents and warrants that:
SECTION 4.01 Corporate Existence and Power.  The Guarantor (a) is a corporation duly
incorporated and validly existing under the laws of the State of Delaware, (b) has (i) all corporate
power and authority and (ii) all material governmental licenses, authorizations, consents and
approvals required, in each case, to own or lease its assets and carry on its business as now
conducted and (c) is duly qualified and is licensed and, as applicable, in good standing under the
laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification or license, except in each case referred to in the foregoing
clauses (b)(ii) and (c) to the extent that such failure to do so would not reasonably be expected to
have a Material Adverse Effect.
SECTION 4.02 Corporate and Governmental Authorization; Contravention.  The
execution, delivery and performance by each Obligor of this Agreement and the other Credit
Documents to which it is a party are within such Obligor’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 such Obligor or (z) any material agreement, judgment, injunction, order, decree or
other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or
imposition of any Lien on any asset of any Obligor or any Material Subsidiary, 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.
SECTION 4.03 Binding Effect.  This Agreement and the other Credit Documents to
which it is a party constitute the legal, valid and binding obligations of each of the Obligors, in
each case enforceable in accordance with their respective terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by
general principles of equity.
SECTION 4.04 Financial Information; No Material Adverse Change.
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(a)The consolidated balance sheets of the Guarantor and its Consolidated
Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’
equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers
LLP, copies of which have been delivered to the LC Issuer, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position of the Guarantor
and its Consolidated Subsidiaries as of such date and their consolidated results of operations and
changes in financial position for the period covered by such financial statements.
(b)The audited consolidated balance sheets of the Guarantor and its
Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated
statements of income, cash flows and shareholders’ net investment for the period then ended,
copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally
accepted accounting principles applied on a basis consistent with the financial statements
referred to in subsection (a) of this Section 4.04, the consolidated financial position of the
Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of
operations and changes in financial position for such period (subject to normal year-end
adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes).
(c)A copy of a duly completed and signed annual Statutory Statement or
other
similar report of or for each Insurance Subsidiary that is a Material Subsidiary or a Subsidiary
Account Party (other than EQ AZ) in the form filed with the governmental body, agency or
official which regulates insurance companies in the jurisdiction in which such Insurance
Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC
Issuer and fairly presents, in accordance with statutory accounting principles, the information
contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended
December 31, 2020, since December 31, 2020, there has been no material adverse change in the
business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries,
considered as a whole.
SECTION 4.05 Litigation.  Except as set forth in the sections entitled “Legal
Proceedings” of the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020 or
Form 10-Q for the quarter ended March 31, 2021, there is no action, suit or proceeding pending,
or to the knowledge of the Guarantor threatened, against any of the Obligors or any of the
Guarantor’s Material Subsidiaries before any court or arbitrator or any governmental body,
agency or official (a) which has or would be reasonably expected to have a Material Adverse
Effect or (b) which in any manner draws into question the validity or enforceability of this
Agreement or any other Credit Document. The Guarantor has reasonably concluded that its, its
Material Subsidiaries’ and the Subsidiary Account Parties’ compliance with Environmental Laws
is unlikely to result in a Material Adverse Effect.
SECTION 4.06 Compliance with ERISA.  Except as would not reasonably be expected to
result in a Material Adverse Effect, each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with respect to each
Plan and is in compliance in all material respects with the presently applicable provisions of
34
ERISA and the Code with respect to each Plan.  Except as would not reasonably be expected to
result in a Material Adverse Effect, no member of the ERISA Group has (i) sought a waiver of
the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to
make any required contribution or payment to any Plan or Multiemployer Plan or in respect of
any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which
has resulted or could result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Code (other than a bond or other security required in connection with the
creation and adoption of a pension plan for the Guarantor) or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA.
SECTION 4.07 Taxes.  The Guarantor and its Subsidiaries have filed all income tax
returns and all other material tax returns which are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by the Guarantor or
any Subsidiary, except for any such taxes that are being contested in good faith by appropriate
proceedings and for which adequate reserves have been made (or the Guarantor or such
Subsidiary has determined in its reasonable discretion that no reserve is required), or except in
each case to the extent that the failure to do so would not reasonably be expected to have a
Material Adverse Effect.
SECTION 4.08 Subsidiaries.  Each of the Guarantor’s Material Subsidiaries and each
Subsidiary Account Party (a) is a corporation or limited liability company that is duly
incorporated or organized, validly existing and (except where such concept is not applicable) in
good standing under the laws of its jurisdiction of incorporation or formation, (b) has all
corporate or limited liability power (as applicable) and authority and all material governmental
licenses, authorizations, consents and approvals, in each case, required to own or lease its assets
and carry on its business as now conducted and (c) is duly qualified and is licensed and, as
applicable, in good standing under the laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license, except
in each case referred to in the foregoing clauses (b) and (c) to the extent that such failure to do so
would not reasonably be expected to have a Material Adverse Effect.
SECTION 4.09 Not an Investment Company.  None of the Obligors or the Material
Subsidiaries is an “investment company” within the meaning of the Investment Company Act of
1940, as amended.
SECTION 4.10 Obligations to be Pari Passu.  The obligations of each Obligor under this
Agreement and each other Credit Document to which it is a party rank pari passu as to priority of
payment and in all other respects with all other material unsecured and unsubordinated Debt of
such Obligor, with the exception of those obligations that are mandatorily preferred by law and
not by contract.
SECTION 4.11 No Default.  No event has occurred and is continuing which constitutes,
or which, with the passage of time or the giving of notice or both, would constitute, a default
under or in respect of any material agreement, instrument or undertaking to which any Obligor or
35
any Material Subsidiary is a party or by which any Obligor or any Material Subsidiary or any of
their respective assets is bound, unless such default would not have or be reasonably expected to
have a Material Adverse Effect.
SECTION 4.12 Material Subsidiaries and Subsidiary Account Parties.  Set forth as
Schedule I hereto is a true, correct and complete list of each Material Subsidiary and Subsidiary
Account Party, in each case designated as such, as of the date hereof.
SECTION 4.13 Full Disclosure.  None of the reports, financial statements, certificates or
other written information furnished by or on the behalf of the Guarantor to the LC Issuer in
connection with the negotiation of this Agreement and the other Credit Documents or delivered
hereunder or thereunder (as modified or supplemented by other information so furnished),
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading
as of the date made; provided that, (i) with respect to projected or pro forma financial
information, the Guarantor represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time furnished (it being understood that
such projections and forecasts are subject to uncertainties and contingencies and no assurances
can be given that such projections or forecasts will be realized) and (ii) with respect to
statements, information and reports derived from Persons unaffiliated with the Guarantor, the
Guarantor represents that it has no knowledge of any material misstatement therein. If applicable,
as of the Effective Date, to the best knowledge of the Guarantor, the information included in any
Beneficial Ownership Certification provided on or prior to the Effective Date to the LC Issuer in
connection with this Agreement is true and correct in all respects.
SECTION 4.14 Hybrid Instruments. Set forth as Schedule II hereto is a true, correct and
complete list of each Hybrid Instrument of the Guarantor and its Consolidated Subsidiaries
outstanding as of the date hereof, specifying in each case the equity credit treatment given to each
such Hybrid Instrument by S&P and/or Moody’s as of the Amendment No. 2 Effective Date.
SECTION 4.15 Margin Regulations.  No Letter of Credit will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the FRB, including
Regulations T, U and X. After the issuance of any Letter of Credit hereunder, not more than 25%
of the value (as determined by any reasonable method) of the assets of any of the Obligors is
represented by Margin Stock.
SECTION 4.16 Sanctioned Persons; Anti-Corruption Laws; Patriot Act.  None of the
Guarantor or any of its Subsidiaries or, to the knowledge of the Guarantor, any of their respective
directors, officers, employees or agents is the target of any sanctions or economic embargoes
administered or enforced by the U.S. Department of State, the Office of Foreign Assets Control
of the U.S. Department of Treasury, the European Union, France or His Majesty’s Treasury of
the United Kingdom, in each case, to the extent applicable (collectively, “Sanctions”, and the
associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the
Guarantor and its Subsidiaries and their respective directors, officers and, to the knowledge of the
Guarantor, employees and agents is in compliance, in all material respects, with (i) all Sanctions
36
Laws, (ii) the United States Foreign Corrupt Practices Act of 1977, as amended, and any other
applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively,
“AntiCorruption Laws”) and (iii) applicable provisions of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001) the “Patriot Act”) and any other applicable
terrorism and money laundering laws, rules, regulations and orders (collectively, “Anti-Money
Laundering Laws”), except in each case to the extent that such non-compliance therewith would
not reasonably be expected to have a Material Adverse Effect or reasonably be expected to result
in the LC Issuer violating any such Sanctions Laws, Anti-Corruption Laws or Anti-Money
Laundering Laws.  No part of the Letters of Credit will be used by any Obligor, directly or
knowingly indirectly, (A) for the purpose of funding, financing or facilitating any activities or
business of or with, or making any payments to, any Person or in any country or territory that, at
the time of such funding, financing or facilitating, is the target of Sanction Laws in violation of
applicable Sanctions Laws or (B) for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of any Anti-Corruption Law.
SECTION 4.17 EEA Financial Institutions.  No Obligor is an EEA Financial
Institution.
ARTICLE V
COVENANTS
Until the Commitment has expired or been terminated, all Letters of Credit shall have
expired or terminated or been cash collateralized to the satisfaction of the LC Issuer and all LC
Disbursements shall have been reimbursed, the Guarantor agrees that:
SECTION 5.01 Information. 
The Guarantor will deliver to each of the LC Issuer:
(a)on or before the date on which such financial statements are required to be
filed with the SEC (or, if the Guarantor is not required to file such financial statements with the
SEC, no later than 90 days after the end of each fiscal year of the Guarantor), the consolidated
balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income, cash flows and shareholders’ equity for such
fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on in a manner acceptable to the SEC by PricewaterhouseCoopers LLP or other
independent public accountants of nationally recognized standing;
(b)on or before the date on which such financial statements are required to be
filed with the SEC (or, if the Guarantor is not required to file such financial statements with the
SEC, 45 days after the end of each of the first three (3) quarters of each fiscal year of the
Guarantor), the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as
37
of the end of each quarter and the related consolidated statements of income, cash flows and
shareholders’ equity for such quarter and for the portion of the Guarantor’s fiscal year ended at
the end of such quarter, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Guarantor’s previous fiscal year, all
certified (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X,
the absence of footnotes) as to fairness of presentation, generally accepted accounting principles
and consistency with the most recent audited consolidated financial statements of the Guarantor
and its Consolidated Subsidiaries delivered to the LC Issuer (except for changes concurred in by
the Guarantor’s independent public accountants) by a Financial Officer;
(c)(I) substantially concurrently with the delivery of each set of financial
statements referred to in clauses (a) and (b) above a certificate of a Financial Officer of the
Guarantor (i) setting forth in reasonable detail the calculations required to establish whether the
Guarantor was in compliance with the requirements of Section 5.07 on the date of such financial
statements, (ii) stating that such Financial Officer, as the case may be, has no knowledge of any
Default existing on the date of such certificate or, if such Financial Officer has knowledge of the
existence on such date of any Default, setting forth the details thereof and the action which the
Guarantor is taking or proposes to take with respect thereto, and (iii) a reconciliation to such
financial statements of any inclusions to, or exclusions from, the calculations of Adjusted
Consolidated Net Worth, Consolidated Total Indebtedness and Consolidated Total Capitalization,
and (II) simultaneously with the delivery of each set of financial statements referred to in clause
(a) and (b) above a certificate of a Financial Officer of the Guarantor specifying any changes to
the list of Material Subsidiaries as of the last day of the fiscal period to which such financial
statements relate;
(d)within ten (10) days after the required date for filing with such
governmental body, agency or official (after giving effect to any extensions granted by such
governmental body, agency or official), a copy of a duly completed and signed annual Statutory
Statement (or any successor form thereto) required to be filed by each Insurance Subsidiary that
is a Material Subsidiary or a Subsidiary Account Party with the governmental body, agency or
official which regulates insurance companies in the jurisdiction in which such Insurance
Subsidiary is domiciled, in the form submitted to such governmental body, agency or official;
(e)within ten (10) days after the required date for filing with such
governmental body, agency or official (after giving effect to any extensions granted by such
governmental body, agency or official), a copy of a duly completed and signed quarterly
Statutory Statement (or any successor form thereto) required to be filed by each Insurance
Subsidiary that is a Material Subsidiary or a Subsidiary Account Party with the governmental
body, agency or official which regulates insurance companies in the jurisdiction in which such
Insurance Subsidiary is domiciled, in the form submitted to such governmental body, agency or
official (it being understood and agreed that the Obligors shall have no obligation to deliver
quarterly Statutory Statements if the filing of quarterly Statutory Statements is not required by
the applicable government agency, body or official);
(f)within five (5) Business Days of any Financial Officer of the Guarantor
38
learning of the occurrence of any Default, a certificate of a Financial Officer of the Guarantor
setting forth the details thereof and the action which the Guarantor is taking or proposes to take
with respect thereto;
(g)promptly upon the filing thereof, copies of all registration statements
(other
than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Guarantor shall have filed
with the SEC;
(h)promptly after Moody’s or S&P shall have announced a change in the
rating
established or deemed to have been established for the Index Debt, written notice of such rating
change; 
(i)except to the extent prohibited by applicable law, regulatory policy, or
regulatory restriction (as determined in the reasonable good faith judgment of the Guarantor),
from time to time such additional information regarding the financial position or business of the
Guarantor as the LC Issuer may reasonably request; provided that neither the Guarantor nor any
of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its
Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof
would impair such privilege or (iii) information subject to confidentiality obligations to third
parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in
breach of such obligations; 
(j)promptly following any reasonable request therefor, information necessary
for the LC Issuer to comply with applicable “know your customer” and anti-money laundering
rules and regulations including the Patriot Act and, to the extent the Guarantor qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership
Regulation, in each case, as the LC Issuer may reasonably request; and
(k)concurrent with or prior to the delivery of the certificate delivered pursuant
to Section (c)(I) for the next fiscal quarter ended after the date of the Reinsurance Transaction,
written documentation that details the cumulative impact on the consolidated shareholders’
equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries
as of such date from the effect on Accumulated Other Comprehensive Income resulting from the
asset transfers completed at the closing of the Reinsurance Transaction.
Documents required to be delivered pursuant to Section 5.01 (a), (b), (d), (e), (g) or (k)
may be delivered electronically on the following Internet websites: (a) the Guarantor’s website at
an address to be designated in writing to the LC Issuer, (b) with respect to Section 5.01(a), (b),
(g) or (k) the SEC’s website www.sec.gov (to the extent that any such documents are included in
materials otherwise filed with the SEC) or (c) such other third party website that shall have been
identified by the Guarantor in a notice to the LC Issuer and that is accessible by the LC Issuer
39
without charge, and in each case if so delivered shall be deemed to have been delivered on the
date such materials are publically available; provided that (i) the Guarantor shall deliver
electronic copies of such information to the LC Issuer promptly upon the request of the LC Issuer
and (ii) the Guarantor shall have notified the LC Issuer of the posting of such documents
delivered pursuant to Section 5.01(a), (b), (d) and (e).
SECTION 5.02 Payment of Obligations.  Each Obligor will pay and discharge, and the
Guarantor will cause each Material Subsidiary to pay and discharge, at or before maturity, all
their respective material obligations and liabilities, including, without limitation, tax liabilities,
that if not paid, would reasonably be expected to result in a Material Adverse Effect, except
where (a) the same may be contested in good faith by appropriate proceedings, (b) such Obligor
or such Material Subsidiary has set aside, in accordance with generally accepted accounting
principles, appropriate reserves for the accrual of any of the same and (c) the failure to make
payment pending such contest would not reasonably be expected to result in a Material Adverse
Effect; provided that, for avoidance of doubt, solely with respect to tax liabilities, an obligation
shall be considered to be delinquent or in default for purposes of this Section only if there has
first been notice and demand therefore (as defined in Section 6306 of the Code and similar
provisions of applicable law) by a tax authority.
SECTION 5.03 Conduct of Business and Maintenance of Existence.  The Guarantor will
continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to
engage in the business of insurance and/or investment management or businesses incidental,
related or complementary thereto and will preserve, renew and keep in full force and effect, and
will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in
full force and effect (a) their respective corporate existence and (b) their respective rights,
privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of
which would not reasonably be expected to result in a Material Adverse Effect; except that if at
the time thereof and immediately after giving effect thereto no Default has occurred and is
continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor
shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge
with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account
Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is
not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or
caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii)
any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise
dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account
Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with
another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the
Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor
determines in good faith that such liquidation or dissolution is in the best interests of the
Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved
Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material
Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or
dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in
the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case
40
of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is
terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).
SECTION 5.04 Maintenance of Property; Insurance.
(a)The Guarantor will keep, and will cause each Material Subsidiary and
Subsidiary Account Party to keep, all property useful and necessary in its business in good
working order and condition, except, in each case, to the extent that failure to do so would not be
reasonably expected to result in a Material Adverse Effect.
(b)The Guarantor will maintain, and will cause each Material Subsidiary and
Subsidiary Account Party to maintain (either in the name of the Guarantor or in such
Subsidiary’s own name) with financially sound and responsible insurance companies, insurance
on all their respective properties and against at least such risks, in each case as is consistent with
sound business practice for companies in substantially the same industry as the Guarantor and its
Material Subsidiaries and Subsidiary Account Parties; and the Guarantor will furnish to the LC
Issuer, upon request, information presented in reasonable detail as to the insurance so carried.
SECTION 5.05 Compliance with Laws.  The Guarantor will comply, and will cause each
Subsidiary to comply, in all material respects, with all applicable laws, ordinances, rules,
regulations and requirements of governmental bodies, agencies and officials (including, without
limitation, Sanctions Laws, Anti-Corruption Laws, Anti-Money-Laundering Laws,
Environmental Laws and ERISA and the rules and regulations thereunder) except (i) where the
necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii)
where such noncompliance therewith would not (A) reasonably be expected to have a Material
Adverse Effect and (B) in the case of the laws, rules, regulations and orders referred to in Section
4.16, reasonably be expected to result in the LC Issuer violating such laws, rules, regulations or
orders.
SECTION 5.06 Inspection of Property, Books and Records.  The Guarantor will keep,
and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of
record and account in which entries that are full, true and correct in all material respects shall be
made of all dealings and transactions in relation to its business and activities; and, subject in all
cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary
Account Party to permit, representatives of the LC Issuer to visit and inspect any of their
respective properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with their respective
officers, employees, actuaries and independent public accountants, all upon reasonable notice, at
such reasonable times during ordinary business hours; provided that such inspections shall be
limited to once per fiscal year of the Guarantor, unless such inspection is required by a regulator
or other governmental authority or unless an Event of Default shall have occurred and be
continuing, in which case such inspection rights may be exercised as required by such
governmental authority or, in the case of an Event of Default, as often as the LC Issuer desires
and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its
Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries,
41
(ii) information subject to attorney-client privilege to the extent disclosure thereof would impair
such privilege or (iii) information subject to confidentiality obligations to third parties the
disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such
obligations.
SECTION 5.07 Financial Covenants.
(a)Minimum Adjusted Consolidated Net Worth.  From and after the
Amendment No. 6 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) $6,804,200,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity
Issuances by the Guarantor and its Subsidiaries after March 31, 2025; provided, that if the
Reinsurance Transaction is consummated within one (1) year after the Amendment No. 6
Effective Date (the date on which such transaction has been consummated, the “Reset Event”),
the foregoing amount shall from and after such Reset Event be equal to the sum of (x) a fixed
dollar amount equal to 65% of the actual Adjusted Consolidated Net Worth as of the end of the
fiscal quarter in which the Reset Event occurred plus (y) 50% of the aggregate amount of the Net
Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after the end of such fiscal
quarter.
(b)Total Indebtedness to Total Capitalization Ratio.  From and after the
Amendment No. 6 Effective Date, the Guarantor will not permit the ratio of (a) Consolidated
Total Indebtedness to (b) Consolidated Total Capitalization to exceed 0.40 to 1.00, calculated as
of the last day of each fiscal quarter.
SECTION 5.08 Negative Pledge.  The Guarantor will not, and will not permit any
Subsidiary to, create or suffer to exist any Lien upon any present or future Capital Stock or any
other Ownership Interests (as defined below) of any of its Material Subsidiaries (other than any
Subsidiary established primarily for the purpose of reinsuring liabilities associated with the level
premium term business, the universal life business with secondary guarantees or variable
annuities of the Guarantor or any Insurance Subsidiary).  As used herein “Ownership Interests”
means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt
securities of such Person that can be converted or exchanged for Capital Stock of such Person,
whether voting or nonvoting, and whether or not such Capital Stock or debt securities are
outstanding on any date of determination.
SECTION 5.09 Consolidations, Mergers, Divisions and Sales of Assets.  No Obligor will
(i) consolidate or merge with or into any other Person, or consummate a Division as the Dividing
Person, or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the
assets of the Guarantor and its Subsidiaries, taken as a whole, to any other Person; provided that
the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person if
(x) the Guarantor or such Subsidiary Account Party, as applicable, is the corporation surviving
such merger or consolidation or, in the case of a merger or consolidation by a Subsidiary Account
Party with and into another Person where such other Person is the surviving entity, such Person
meets the requirements for a Subsidiary Account Party set out in Section 8.11 and is or becomes
42
a Subsidiary Account Party pursuant to Section 8.11 and (y) immediately after giving effect to
such merger or consolidation, no Default shall have occurred and be continuing.
SECTION 5.10 Use of Credit.  Each Subsidiary Account Party shall use each Letter of
Credit issued under this Agreement to support credit for reinsurance reserve requirements.  No
Letter of Credit will be issued in favor of any beneficiary that is not an Insurance Subsidiary of
the Guarantor or used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the FRB, including Regulations T, U and X. After the issuance of any
Letter of Credit hereunder, not more than 25% of the value (as determined by any reasonable
method) of the assets of any of the Obligors will be represented by Margin Stock.
SECTION 5.11 Obligations to be Pari Passu.  The obligations of each Obligor under this
Agreement and the other Credit Documents to which it is a party will rank at all times pari passu
as to priority of payment and in all other respects with all other material unsecured and
unsubordinated Debt of the such Obligor, with the exception of those obligations that are
mandatorily preferred by law and not by contract.
SECTION 5.12 Certain Debt.  The Guarantor will not at any time permit the sum of (i)
Non-Operating Indebtedness of the Guarantor that is secured by a Lien on any property or assets
of the Guarantor and its Subsidiaries and (ii) Non-Operating Indebtedness of the Subsidiaries of
the Guarantor to exceed $500,000,000, except (a) Debt set forth in Schedule III hereto, (b) Debt
of any Subsidiary of the Guarantor owing to the Guarantor or another Subsidiary of the
Guarantor and (c) additional Debt not permitted by the immediately preceding clauses (ii)(a) or
(b) consisting of surplus notes issued by Subsidiaries of the Guarantor that are operating
Insurance Subsidiaries in an aggregate amount of up to $1,000,000,000 outstanding at any time.
ARTICLE VI
DEFAULTS
SECTION 6.01 Events of Default.  If one or more of the following events (“Events of
Default”) shall have occurred and be continuing:
(a)(i) any Obligor shall fail to pay when due any reimbursement obligation in
respect of an LC Disbursement or (ii) any Obligor shall fail to pay when due any interest on any
LC Disbursement or any fees or any other amounts payable hereunder and such failure under this
clause (ii) shall continue for five Business Days;
(b)any Obligor shall fail to observe or perform any covenant contained in
Sections 5.01(f), 5.03(a), 5.07 through 5.12, inclusive, or its obligation to provide cash collateral
pursuant to the last sentence of Section 2.01(d);
(c)any Obligor shall fail to observe or perform any covenant or agreement
contained in this Agreement or the other Credit Documents (other than those covered by clause
(a) or (b) above) for 30 days after written notice thereof has been given to the Guarantor by the
LC Issuer;
43
(d)any representation, warranty, certification or statement made by any
Obligor in this Agreement, any other Credit Document or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have been incorrect (or
incorrect in any material respect if such representation or warranty is not qualified by materiality
or Material Adverse Effect) when made (or deemed made);
(e)any Obligor or any Material Subsidiary shall (i) fail to make any payment
in respect of any Debt (other than extensions of credit hereunder) having a principal amount then
outstanding of not less than $200,000,000 when due, and such failure shall continue beyond any
applicable grace period or (ii) fail to make any payment in respect of any Derivative Financial
Product when due, and such failure shall continue beyond any applicable grace period (and for
this clause (ii) excluding, for the avoidance of doubt, any amount the payment of which is being
disputed in good faith in accordance with the dispute resolution procedures provided for in the
contract governing such Derivative Financial Product), the non-payment of which would give
rise to any Obligor or Material Subsidiary owing Material Unpaid Derivative Product
Indebtedness in an aggregate principal amount exceeding $200,000,000, in the case of each of
clauses (i) and (ii), except where such non-payment has been cured or waived prior to the
exercise of any remedies under this Article VI (including, but not limited to, the termination of
the Commitment hereunder);
(f)any event or condition shall occur which results in the acceleration of the
maturity of any Debt (other than extensions of credit hereunder) having a principal or face
amount then outstanding of not less than $200,000,000 of any Obligor or any Material
Subsidiary, or an early termination event shall arise with respect to any Derivative Financial
Product that creates, after taking into account the effect of any legally enforceable netting
agreement relating to such Derivative Financial Product, a Material Unpaid Derivative Product
Indebtedness in an aggregate principal amount exceeding $200,000,000;
(g)any Obligor or any Material Subsidiary shall commence a voluntary case
or
other proceeding seeking rehabilitation, dissolution, conservation, liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
rehabilitator, dissolver, conservator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced against it, or shall
make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as
they become due, or shall take any corporate action to authorize any of the foregoing;
(h)an involuntary case or other proceeding shall be commenced against any
Obligor or any Material Subsidiary seeking rehabilitation, dissolution, conservation, liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, rehabilitator, dissolver, conservator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding shall remain
44
undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against
any Obligor or any such Material Subsidiary under the federal bankruptcy laws as now or
hereafter in effect; or any governmental body, agency or official shall apply for, or commence a
case or other proceeding to seek, an order for the rehabilitation, conservation, dissolution or other
liquidation of any Obligor or any Material Subsidiary or of the assets or any substantial part
thereof
of any Obligor and any Material Subsidiary or any other similar remedy;
(i)any of the following events or conditions shall occur, which, in the
aggregate, would reasonably be expected to involve possible taxes, penalties and other liabilities
in an aggregate amount that results in a Material Adverse Effect: (i) any member of the ERISA
Group shall fail to pay when due any amount or amounts which it shall have become liable to pay
under Title IV of ERISA; (ii) notice of intent to terminate a Plan shall be filed under Title IV of
ERISA by any member of the ERISA Group, any plan administrator or any combination of the
foregoing; (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to
cause a trustee to be appointed to administer, any Plan; (iv) a condition shall exist by reason of
which the PBGC would reasonably be expected to obtain a decree adjudicating that any Plan
must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default,
within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans;
(j)a judgment or order for the payment of money in excess of $200,000,000
(after (without duplication) the actual amounts of insurance recoveries, offsets and contributions
received and amounts thereof not yet received but which the insurer thereon has acknowledged in
writing its obligation to pay) shall be rendered against any Obligor or a Material Subsidiary and
such judgment or order shall continue unsatisfied and unstayed for a period of 60 days after entry
of such judgment (and, for purposes of this clause, a judgment shall be stayed if, among other
things, an appeal is timely filed and such judgment cannot be enforced);
(k)a Change of Control shall have occurred; or
(l)at any time after the execution and delivery thereof: (i) this Agreement or
any Credit Document ceases to be in full force and effect (other than by reason of the satisfaction
in full of the Obligations in accordance with the terms hereof) or shall be declared null and void,
for any reason other than the failure of the LC Issuer to take any action within its control; or (ii)
any Obligor shall contest the validity or enforceability of any Credit Document in writing or deny
in writing that it has any further liability, including with respect to future advances by the LC
Issuer, under any Credit Document to which it is a party;
then, and in every such event, and at any time thereafter during the continuance of
such event, the LC Issuer may, by notice to the Guarantor take any or all of the following actions,
at the same or different times: (i) terminate the Commitment and it shall thereupon terminate, (ii)
declare all accrued interest, fees and other obligations of the Obligors to be due and payable, and
thereupon the accrued interest and all fees and other obligations of the Guarantor accrued
45
hereunder shall become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Obligors, (iii) demand cash
collateral from the relevant Obligors in immediately available funds in an amount equal to the
then aggregate undrawn amount of all Letters of Credit pursuant to Section 2.02(e) and (iv)
enforce any remedies in respect of assets subject to a security interest in favor of the LC Issuer,
including applying any cash collateral to repay any outstanding Obligations; provided that, in the
case of any of the Events of Default specified in clause (g) or (h) above with respect to the
Guarantor, without any notice to the Guarantor or any other act by the LC Issuer, the
Commitment shall thereupon terminate and any accrued interest and all fees and other
obligations of the Guarantor accrued hereunder, and the obligations to provide cash collateral
under clause (iii) above, shall automatically become due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby waived by the Guarantor.
SECTION 6.02 Default Interest.  Effective upon (i) the occurrence of any Event of
Default under clauses (a)(i), (g) or (h) of Section 6.01 or (ii) the demand by the LC Issuer during
the continuance of any other Event of Default, and, in each case, for as long as such Event of
Default is continuing, all Obligations (including any Obligation that bears interest by reference to
the rate applicable to any other Obligation) shall bear interest at a rate that is 2.0% per annum in
excess of the interest rate otherwise applicable to such Obligations from time to time, payable on
demand or, in the absence of demand, on the date that would otherwise be applicable.
ARTICLE VII
CHANGE IN CIRCUMSTANCES SECTION
7.01 Increased Cost and Reduced Return.
(a)Except with respect to taxes which are governed solely by Section 7.02, if
on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or
extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change
in any applicable law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable
Lending Office) with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency shall impose, modify or deem applicable any
reserve (including, without limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or
similar requirement against assets of, deposits with or for the account of, or credit extended by,
the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable
Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or
reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its
Applicable Lending Office) to any taxes not governed by Section 7.02 on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the
cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any
46
Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or
its Applicable Lending Office) under this Agreement or under other Credit Document with
respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after
demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or
amounts as will compensate the LC Issuer for such increased cost or reduction.
(b)If the LC Issuer shall have determined that, after the Effective Date
(subject
to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or
liquidity requirements, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy or liquidity
requirements (whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on capital of the
LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level
below that which the LC Issuer (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to capital adequacy and
liquidity) by an amount deemed by the LC Issuer to be material, then from time to time, within
15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional
amount or amounts as will compensate the LC Issuer (or its Parent) for such reduction. 
Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not be required
to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts incurred more
than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC Issuer’s
intention to claim compensation therefor, to the extent the LC Issuer had knowledge of the
circumstances giving rise to such claim for compensation and its effects on the rate of return on
capital in respect of this facility prior to such 270 day period; provided that, if the change in law
giving rise to any such increased cost or reductions is retroactive, then the 270 day period
referred to above shall be extended to include the period of retroactive effect thereof.
(c)The LC Issuer will promptly notify the Guarantor of any event of which it
has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation
pursuant to this Section 7.01. A certificate of the LC Issuer claiming compensation under this
Section 7.01 and setting forth the additional amount or amounts to be paid to it hereunder and, in
reasonable detail, the LC Issuer’s computation of such amount or amounts, shall be conclusive in
the absence of manifest error. In determining such amount, the LC Issuer may use any reasonable
averaging and attribution methods.
(d)Notwithstanding anything herein to the contrary, for purposes of this
Section 7.01, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the LC Issuer for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to have gone into effect after the Effective Date, regardless of the date
47
enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant
to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the
Dodd-Frank Wall Street Reform and Consumer Protection Act if it shall not at the time be the
general policy or practice of the LC Issuer to demand such compensation from similarly situated
borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer
has the right to do so under its credit facilities with similarly situated borrowers).
SECTION 7.02 Taxes. 
(a) For purposes of this Section 7.02, the following terms have the following
meanings:
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version of such sections that are substantively
comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of
the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement, treaty or convention among governmental authorities and
implementing such Sections of the Code.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or
with respect to any payment by the Guarantor pursuant to this Agreement or any other Credit
Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Taxes” means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings of any nature with respect to any payment by the Guarantor
pursuant to this Agreement or any other Credit Document, and all liabilities with respect thereto,
but excluding, in the case of the LC Issuer, (i) taxes imposed on its net income (however
denominated), and franchise, branch profits or similar taxes imposed on it, by a jurisdiction under
the laws of which the LC Issuer is organized or in which its principal executive office is located
or, in the case of the LC Issuer, in which its Applicable Lending Office is located, (ii) taxes
imposed on or measured by its overall net income (however denominated), or any similar taxes
imposed on it, imposed by reason of any present or former connection between such recipient
and the jurisdiction (or any political subdivision thereof) imposing such taxes, other than
connections arising solely as a result of the recipient’s execution and delivery of this Agreement,
the making of any extension of credit or receipt of payments hereunder or the performance of any
action provided for hereunder, (iii) in the case of the LC Issuer, U.S. federal withholding taxes
imposed on amounts payable to or for the account of the LC Issuer with respect to an applicable
interest in the Credit Agreement pursuant to a law in effect on the date on which the LC Issuer
acquires such interest in the Credit Agreement or the LC Issuer changes its lending office, except
in each case to the extent that, pursuant to this Section 7.02, amounts with respect to such taxes
were payable either to the LC Issuer’s assignor immediately before the LC Issuer became a party
hereto or to the LC Issuer immediately before it changed its lending office, (iv) taxes attributable
to such recipient’s failure to comply with Section 7.02(d) or Section 7.02 (e) and any U.S. federal
backup withholding Tax, and (v) any U.S. Federal withholding Taxes imposed by FATCA (all
48
such excluded taxes enumerated in (i)–(v), “Excluded Taxes”).  If the form provided by the LC
Issuer pursuant to Section 7.02 (d) at the time the LC Issuer first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of zero, any United
States interest withholding tax at such rate imposed on payments by the Guarantor under this
Agreement or any other Credit Document shall be excluded from the definition of “Taxes”.
“Other Taxes” means any present or future stamp or documentary taxes and any
other excise, intangible, recording, filing or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or any other Credit Document or from
the execution, delivery, registration or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document, but excluding any such taxes described in clause (ii)
of the definition of Excluded Taxes imposed with respect to an assignment.
“Withholding Agent” means the Guarantor.
(b)Any and all payments by any Withholding Agent to or for the account of
the LC Issuer hereunder or under any other Credit Document shall be made free and clear and
without deduction or withholding for any Taxes or Other Taxes; provided that, if any
Withholding Agent shall be required by law to deduct any Taxes or Other Taxes from any such
payments (for the avoidance of doubt, other than Excluded Taxes), (i) the sum payable by the
Guarantor shall be increased as necessary so that after making all required deductions and
withholdings (including deductions and withholdings applicable to additional sums payable
under this Section 7.02) the LC Issuer receives an amount equal to the sum it would have
received had no such deductions or withholdings been made, (ii) such Withholding Agent (as the
case may be) shall make such deductions or withholdings, (iii) such Withholding Agent (as the
case may be) shall pay the full amount deducted or withheld to the relevant taxation authority or
other authority in accordance with applicable law and (iv) the Guarantor shall promptly furnish to
the LC Issuer, at its address referred to in Section 8.01, the original or a certified copy of a
receipt evidencing payment thereof.
(c)The Guarantor agrees to indemnify the LC Issuer for the full amount of
Taxes or Other Taxes, for the avoidance of doubt, other than Excluded Taxes, (including, without
limitation, any Taxes or Other Taxes imposed or asserted on amounts payable under this Section
7.02), whether or not correctly or legally imposed, paid by the LC Issuer and reasonable
expenses arising therefrom or with respect thereto. This indemnification shall be paid within 30
days after LC Issuer makes demand therefor.  Notwithstanding anything herein to the contrary,
the Guarantor shall not be under any obligation to indemnify the LC Issuer under this Section
7.02 with respect to (i) any amounts withheld or deducted by the Guarantor prior to the date that
is 270 days prior to the date that the LC Issuer makes a written demand therefor or (ii) any
Indemnified Taxes paid by the LC Issuer if written demand therefor is made to the Guarantor on
a date that is 270 days after the date the LC Issuer filed the tax return with respect to which such
Indemnified Taxes relate. 
(d)The LC Issuer that is entitled to an exemption from or reduction of
49
withholding Tax with respect to payments made under any Credit Document shall deliver to the
Guarantor, at the time or times reasonably requested by the Guarantor, such properly completed
and executed documentation reasonably requested by the Guarantor as will permit such payments
to be made without withholding or at a reduced rate of withholding.  In addition, the LC Issuer, if
reasonably requested by the Guarantor, shall deliver such other documentation prescribed by
Applicable Law or reasonably requested by the Guarantor as will enable the Guarantor to
determine whether or not the LC Issuer is subject to backup withholding or information reporting
requirements. Without limiting the generality of the foregoing, on or prior to the date of this
Agreement, (i) LC Issuer, if it is not incorporated under the laws of the United States of America
or a state thereof agrees that it will deliver to the Guarantor two duly completed copies of United
States Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI (as
applicable), certifying in either case that the LC Issuer is entitled to receive payments under this
Agreement without or with reduced deduction or withholding of any United States federal
income taxes, and (ii) the LC Issuer, if it is incorporated under the laws of the United States of
America or a state thereof agrees that it will deliver to the Guarantor two duly completed copies
of United States Internal Revenue Service Form W-9.  The LC Issuer, if it so delivers a Form
W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI (as applicable) further undertakes to deliver to
the Guarantor two additional copies of such form (or successor form) on or before the date that
such form expires or becomes obsolete or after the occurrence of any event requiring a change in
the most recent form so delivered by it, and such amendments thereto or extensions or renewals
thereof as may be reasonably requested by the Guarantor certifying that the LC Issuer is entitled
to receive payments under this Agreement without or with reduced deduction or withholding of
any United States federal income taxes, unless the LC Issuer promptly notifies the Guarantor in
writing of its legal inability to do so.
(e)If a payment made to the LC Issuer under any Credit Document would be
subject to U.S. federal withholding tax imposed by FATCA if the LC Issuer fails to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), the LC Issuer shall deliver to the Guarantor and the
Withholding Agent at the time prescribed by law and at such times reasonably requested by the
Withholding Agent or the Guarantor such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Withholding Agent or the Guarantor sufficient for the Withholding
Agent to comply with its obligations under FATCA and to determine that the LC Issuer has
complied with such applicable reporting requirements or to determine the amount to deduct and
withhold from such payment.  Solely for purposes of this clause (e), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. The LC Issuer agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such form or certification or promptly notify the Guarantor and the
Withholding Agent in writing of its legal inability to do so.
(f)For any period with respect to which the LC Issuer has failed to provide
the Guarantor with the appropriate form as required by Section 7.02 (d) or Section 7.02 (e)
(whether or not the LC Issuer is lawfully able to do so, unless such failure is due to a change in
treaty, law or regulation occurring subsequent to the date on which such form originally was
50
required to be provided), the LC Issuer shall not be entitled to indemnification under Section 7.02
(b) or (c) with respect to any withholding of the United States federal income tax resulting from
such failure; provided that if the LC Issuer, which is otherwise exempt from or subject to a
reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form
required hereunder, the Guarantor shall take such commercially reasonable steps as the LC Issuer
shall reasonably request to assist the LC Issuer to recover such Taxes from the applicable
governmental authority.
(g)The LC Issuer shall, at the request of the Guarantor, use reasonable efforts
(consistent with applicable legal and regulatory restrictions) to file any certificate or document
requested by the Guarantor if the making of such a filing would avoid the need for or reduce the
amount of any such additional amounts payable to or for the account of the LC Issuer pursuant to
this Section 7.02 which may thereafter accrue and would not, in the sole judgment of the LC
Issuer, require the LC Issuer to disclose any confidential or proprietary information or be
otherwise disadvantageous to the LC Issuer.  Furthermore, if the LC Issuer determines, it its sole
discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified pursuant to this Section 7.02 (including the payment of additional
amounts pursuant to this Section 7.02), it shall pay to the indemnifying party an amount equal to
such refund, net of all out-of-pocket expenses of such Indemnitee and without interest (other than
interest paid by the relevant governmental authority).  Such indemnifying party, upon the request
of such Indemnitee, shall repay to such Indemnitee the amount paid over pursuant to this
paragraph (g) (plus any penalties, interest or other charges imposed by the relevant governmental
authority) in the event that such Indemnitee is required to repay such refund to such
governmental authority. (h) Notwithstanding the foregoing, nothing in this Section 7.02 shall
interfere
with the rights of the LC Issuer to conduct its fiscal or tax affairs in such manner as it deems fit.
SECTION 7.03 Mitigation Obligations.  If the LC Issuer requests compensation under
Section 7.01, or if the Guarantor is required to pay any additional amount to the LC Issuer or any
governmental body, agency or official for the account of the LC Issuer pursuant to Section 7.02,
then the LC Issuer shall use reasonable efforts to designate a different Applicable Lending Office
for funding or booking its LC Exposure hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of the LC Issuer
(with the concurrence of the Guarantor), such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 7.01 or 7.02, as the case may be, in the future and
(ii) would not subject the LC Issuer to any unreimbursed cost or expense and would not
otherwise be disadvantageous to the LC Issuer. The Guarantor hereby agrees to pay all
reasonable costs and expenses incurred by the LC Issuer in connection with any such designation
or assignment.
ARTICLE VIII
MISCELLANEOUS
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SECTION 8.01 Notices.  All notices, requests and other communications to any party
hereunder shall be in writing (including by electronic communication, if arrangements for doing
so have been approved by such party) and shall be given to such party: (a) in the case of any
Obligor, at the Guarantor’s address set forth on the Guarantor’s signature page hereof, (b) in the
case of the LC Issuer, at its address or telecopier number set forth on its respective signature page
hereof, or (c) in the case of any other party, such other address or telecopier number as such party
may hereafter specify for the purpose by notice to the LC Issuer and the Guarantor. Each such
notice, request or other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid, addressed as aforesaid
and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number
specified in this Section 8.01 or (iii) if given by any other means, when delivered at the relevant
address specified by such party pursuant to this Section 8.01; provided that notices to the LC
Issuer under Article II or Article VIII shall not be effective until received.
The LC Issuer or the Guarantor may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications.
SECTION 8.02 No Waivers.  No failure or delay by the LC Issuer in exercising any right,
power or privilege hereunder or under any other Credit Document shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies provided by law.
SECTION 8.03 Expenses; Indemnification; Non-Liability of the LC Issuer.
(a)The Guarantor shall pay (i) all reasonable and documented out-of-pocket
costs and expenses of the LC Issuer and its Affiliates, including reasonable and documented fees
and disbursements of one primary counsel and, if reasonably necessary, a single local counsel in
each relevant material jurisdiction and a single regulatory counsel, for the LC Issuer, in
connection with the preparation, due diligence, administration, closing and enforcement of this
Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder (it being understood and agreed that the
aggregate fees and disbursement of counsel to the LC Issuer and its Affiliates prior to the
Effective Date shall not exceed $40,000) and (ii) if an Event of Default occurs, all out-of-pocket
expenses incurred by the LC Issuer, including fees and disbursements of one firm of primary
counsel and, if reasonably necessary, a single local counsel in each relevant material jurisdiction
and a single regulatory counsel, in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
(b)The Guarantor agrees to indemnify the LC Issuer, its Affiliates and its
directors, officers, agents, advisors and employees of the foregoing (each an “Indemnitee”) and
hold each Indemnitee harmless from and against any and all liabilities, losses, damages,
reasonable and documented out-of-pocket costs and expenses of any kind, including, without
52
limitation, costs of settlement and the reasonable and documented out-of-pocket fees and
disbursements of one counsel for the Indemnitees, which may be incurred by such Indemnitee in
connection with, or as a result of, any actual or prospective claim, litigation, investigation or any
investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto or whether such proceeding is brought by an Obligor, its equity holders
or its creditors) relating to or arising out of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or any other transactions contemplated hereby; (ii) any Letter of
Credit (or any drawing honored thereunder) or the use of proceeds therefrom (including any
refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not comply with the terms of such Letter of
Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing clauses (i) and (ii), whether based on contract, tort, or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that no Indemnitee shall have
the right to be indemnified hereunder to the extent that such losses, claims, damages, liabilities or
related expenses have resulted from (x) the gross negligence or willful misconduct of such
Indemnitee or its Related Parties, (y) the material breach in bad faith by such Indemnitee of its
material obligations hereunder or (z) any claim, litigation, or proceeding solely among
Indemnitees brought by any Indemnitee against another Indemnitee that does not involve an act
or omission (or alleged act or omission) by the Guarantor or any of its Subsidiaries, in the case of
each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment
by a court of competent jurisdiction.  Paragraph (b) of this Section shall not apply with respect to
Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses
arising from any nonTax claim.
(c)To the fullest extent permitted by applicable law, the Guarantor shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the transactions contemplated hereby, any Letter of Credit or
the use of the proceeds thereof.  None of the Guarantor or its Related Parties shall have any
liability under this Section 8.03 for special, indirect, consequential or punitive damages arising
out of, related to or in connection with any aspect of this Agreement or any agreement or
instrument contemplated hereby or the transactions contemplated hereby; provided, that this
sentence shall not limit the Guarantor’s indemnification obligations herein to the extent that such
special, indirect, consequential or punitive damages are included in any third party claim in
connection with which an Indemnitee is otherwise entitled to indemnification hereunder.
(d)The agreements in this Section 8.03 shall survive the termination of the
Commitment and the repayment, satisfaction or discharge of all the other Obligations.
SECTION 8.04 Amendments and Waivers.  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is signed by the
Obligors and the LC Issuer.
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SECTION 8.05 Successors and Assigns.
(a)The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however, that
no Obligor may assign or otherwise transfer any of its rights or obligations under this Agreement,
without the prior written consent of the LC Issuer.
(b)The LC Issuer may at any time grant to one or more banks or other
institutions (other than to any Disqualified Institution) (each a “Participant”) participating
interests in its Commitment or any or all of its Letters of Credit. In the event of any such grant by
the LC Issuer of a participating interest to a Participant, whether or not upon notice to the
Guarantor, the LC Issuer shall remain solely responsible for the performance of its obligations
hereunder, and the Guarantor shall continue to deal solely and directly with the LC Issuer in
connection with the LC Issuer’s rights and obligations under this Agreement. Any agreement
pursuant to which the LC Issuer may grant such a participating interest shall provide that the LC
Issuer shall retain the sole right and responsibility to enforce the obligations of the Guarantor
hereunder including, without limitation, the right to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such participation agreement may
provide that the LC Issuer will not agree to any modification, amendment or waiver of this
Agreement described in the proviso of Section 8.05(a) without the consent of the Participant. The
Guarantor agrees that each Participant shall, to the extent provided in its participation agreement,
be entitled to the benefits of Article VIII with respect to its participating interest. An assignment
or other transfer which is not permitted by subsection (c) or (d) of this Section shall be given
effect for purposes of this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b). The LC Issuer that grants a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Guarantor, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Letters of Credit or other obligations under this Agreement (the
“Participant Register”); provided that the LC Issuer shall not have any obligation to disclose all
or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitment, Letter of Credit or
other obligations under any Credit Document) except to the extent that such disclosure is
necessary to establish that such Commitment, Letter of Credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and the LC Issuer shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. 
(c)The LC Issuer may at any time assign to one or more NAIC Approved
Banks all (but not a portion of) of its rights and obligations under this Agreement with (and
subject to) the written consent (which in each case shall be exercised in its sole discretion) of
each Obligor.
(d)The LC Issuer may at any time assign all or any portion of its rights under
54
this Agreement to any Person to secure obligations of the LC Issuer, including, without
limitation, to one or more of the Federal Reserve Banks which comprise the Federal Reserve
System or other central banks. No such assignment shall release the LC Issuer from its
obligations hereunder.
(e)No Participant shall be entitled to receive any greater payment under
Section 7.01 or 7.02 than the LC Issuer would have been entitled to receive with respect to the
rights transferred, unless such transfer is made (i) with the Guarantor’s prior written consent, (ii)
by reason of the provisions of Section 7.03 requiring such Participant to designate a different
Applicable Lending Office under certain circumstances or (iii) at a time when the circumstances
giving rise to such greater payment did not exist.
SECTION 8.06 New York Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 8.07 Judicial Proceedings.
(a)Submission to Jurisdiction.  Each Obligor hereby submits to the exclusive
jurisdiction of the United States District Court for the Southern District of New York and of any
New York State court sitting in New York City, borough of Manhattan, for purposes of all legal
proceedings (whether in tort, law or equity) arising out of or relating to this Agreement or any
other Credit Document or the transactions contemplated hereby. Each Obligor irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of the venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient forum.
(b)Appointment of Agent for Service of Process.  Each Subsidiary Account
Party irrevocably designates and appoints the Guarantor, and the Guarantor hereby accepts such
appointment, at its office in New York, New York set forth beneath the Guarantor’s signature on
the signature page hereof, as the authorized agent of such Subsidiary Account Party, to accept
and acknowledge on its behalf, service of any and all process which may be served in any suit,
action or proceeding of the nature referred to in subsection (a) of this Section 8.07 in any federal
or New York State court sitting in New York City. Said designation and appointment shall be
irrevocable by each Subsidiary Account Party until all reimbursement obligations, interest
thereon and all other amounts payable hereunder shall have been paid in full in accordance with
the provisions hereof and thereof or, if earlier, when such Subsidiary Account Party is terminated
as a Subsidiary Account Party hereunder pursuant to Section 8.11.
(c)Service of Process.  Each Obligor hereby consents to process being served
in any suit, action or proceeding of the nature referred to in subsection (a) of this Section 8.07 in
any federal or New York State court sitting in New York City by service of process upon its
agent appointed as provided in subsection (b) of this Section 8.07; provided that, to the extent
lawful and possible, notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to such Obligor at its address
specified on the signature page hereof (or, in the case of any Subsidiary Account Party, on the
55
signature page of the Subsidiary Joinder Agreement to which it is a party) or to any other address
of which such Obligor shall have given written notice to the LC Issuer. Each Obligor irrevocably
waives, to the fullest extent permitted by law, all claim of error by reason of any such service in
such manner and agrees that such service shall be deemed in every respect effective service of
process upon such Obligor in any such suit, action or proceeding and shall, to the fullest extent
permitted by law, be taken and held to be valid and personal service upon and personal delivery
to such Obligor.
(d)No Limitation on Service or Suit.  Nothing in this Section 8.07 shall affect
the right of the LC Issuer to serve process in any other manner permitted by law or limit the right
of the LC Issuer to bring proceedings against the Guarantor in the courts of any jurisdiction or
jurisdictions.
SECTION 8.08 Counterparts; Integration; Headings.  This Agreement 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. This Agreement 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. Article and
Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
SECTION 8.09 Confidentiality.  (a) The LC Issuer agrees that it will maintain the
confidentiality of, and will not use for any purpose (other than exercising its rights and enforcing
its remedies hereunder and under the other Credit Documents), any written or oral information
provided under this Agreement by or on behalf of the Guarantor (hereinafter collectively called
“Confidential Information”), subject to the LC Issuer’s (a) obligation to disclose any such
Confidential Information pursuant to a request or order under applicable laws and regulations or
by a self-regulatory body or by a regulatory or other governmental authority or pursuant to a
subpoena or other legal process, (b) right to disclose any such Confidential Information to its
bank examiners, auditors, counsel and other professional advisors and to its subsidiaries and
Affiliates and the subsidiaries and Affiliates of its holding company, provided that the LC Issuer
shall cause each such subsidiary or Affiliate to maintain the Confidential Information on the
same terms as the terms provided herein, (c) right to disclose any such Confidential Information
in connection with any litigation or dispute involving the Guarantor or any of its Subsidiaries and
Affiliates, (d) right to provide such information to participants, prospective participants,
prospective assignees or assignees pursuant to Section 8.05 (with the consent of the Guarantor
(such consent not to be unreasonably withheld)) to its agents if prior thereto such participant,
prospective participant, prospective assignee or agent agrees in writing to maintain the
confidentiality of such information on terms substantially similar to those of this Section 8.09 as
if it were the LC Issuer, (e) right to disclose any such Confidential Information in connection
with the exercise of any remedies hereunder or under any other Credit Document or any action or
proceeding relating to this Agreement or any other Credit Document or the enforcement of rights
hereunder or thereunder, (f) with the prior written consent of the Guarantor, right to disclose any
such Confidential Information on a confidential basis to any rating agency in connection with
56
rating the Guarantor or its Subsidiaries or this facility and (g) right to provide such information
with the Guarantor’s prior written consent. Notwithstanding the foregoing, any such information
supplied to the LC Issuer, participant, prospective participant or prospective assignee under this
Agreement shall cease to be Confidential Information if it is or becomes known to such Person
by other than unauthorized disclosure, or if it is, at the time of disclosure, or becomes a matter of
public knowledge.
(b)  For the avoidance of doubt, nothing in this Section 8.09 shall prohibit any Person
from voluntarily disclosing or providing any Confidential Information within the scope of this
confidentiality provision to any governmental, regulatory or self-regulatory organization (any
such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set
forth in this Section 8.09 shall be prohibited by the laws or regulations applicable to such
Regulatory Authority.
SECTION 8.10 WAIVER OF JURY TRIAL.  EACH OBLIGOR AND THE LC
ISSUER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.11 Joinder and Termination of Subsidiary Account Party.
(a)Any direct or indirect wholly-owned Subsidiary of the Guarantor that is
organized under the laws of the United States and that is organized, licensed or regulated under
applicable law as an insurance or reinsurance company may, upon the request of the Guarantor at
any time, upon not less than three Business Days’ notice to the LC Issuer, become a party to this
Agreement as a Subsidiary Account Party, provided that such Subsidiary shall have delivered an
executed Subsidiary Joinder Agreement, substantially in the form of Exhibit C hereto, to the LC
Issuer for acceptance by it, and provided further that on and as of the date of acceptance of such
Subsidiary Joinder Agreement by the LC Issuer (i) no Default or Event of Default shall have
occurred and be continuing, (ii) the representations and warranties (other than the representations
and warranties in Sections 4.04 and Section 4.05) applicable to such new Subsidiary Account
Party contained in this Agreement shall be true and correct in all material respects on and as of
the date of such joinder (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), (iii) the LC Issuer shall have received all documents and instruments as they may
reasonably request related to such Subsidiary, including legal opinions and information required
to comply with “know your customer” or similar identification requirements of the LC Issuer, in
each case, to the reasonable satisfaction of the LC Issuer and (iv) such Subsidiary Account Party
shall be deemed to have appointed the Guarantor as its authorized agent pursuant to Section
8.07(b) to accept service of any and all process which may be served in any suit, action or
proceeding of any nature in any federal or New York State court sitting in New York City arising
out of or relating to this Agreement or any other Credit Document or the transactions
contemplated hereby. 
57
(b)The Guarantor may, at any time at which a Subsidiary Account Party shall
not be an account party with respect to an outstanding Letter of Credit and shall not have any
outstanding Obligations hereunder, terminate such Subsidiary Account Party as a Subsidiary
Account Party hereunder by delivering an executed notice thereof, substantially in the form of
Exhibit D hereto, to the LC Issuer. Immediately upon the receipt by the LC Issuer of such notice,
all commitments of the LC Issuer to issue Letters of Credit for the account of such Subsidiary
Account Party and all rights of such Subsidiary Account Party hereunder shall terminate and such
Subsidiary Account Party shall immediately cease to be a Subsidiary Account Party hereunder;
provided that all obligations of such Subsidiary Account Party as a Subsidiary Account Party
hereunder arising in respect of any period in which such Subsidiary Account Party was, or on
account of any action or inaction by such Subsidiary Account Party as, a Subsidiary Account
Party hereunder shall survive such termination. 
SECTION 8.12 USA PATRIOT Act.  The LC Issuer hereby notifies each Obligor that
pursuant to the requirements of the Patriot Act, the LC Issuer may be required to obtain, verify
and record information that identifies each Obligor, which information includes the name and
address of each Obligor and other information that will allow the LC Issuer to identify each
Obligor in accordance with said Act.
SECTION 8.13 No Fiduciary Duty.  The LC Issuer and its Affiliates (collectively, solely
for purposes of this Section 8.13, the “LC Issuer”), may have economic interests that conflict
with those of the Obligors, their respective stockholders and/or their affiliates. The Guarantor
agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between the LC Issuer, on the
one hand, and the Guarantor, its stockholders or its affiliates, on the other. The Guarantor
acknowledges and agrees that (i) the transactions contemplated by the Credit Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the LC Issuer, on the one hand, and the Guarantor, on the other,
and (ii) in connection therewith and with the process leading thereto, (x) the LC Issuer has not
assumed an advisory or fiduciary responsibility in favor of the Guarantor, its stockholders or its
affiliates with respect to the transactions contemplated hereby (or the exercise of rights or
remedies with respect thereto) or the process leading thereto (irrespective of whether the LC
Issuer has advised, is currently advising or will advise the Guarantor, its stockholders or its
Affiliates on other matters) or any other obligation to the Guarantor except the obligations
expressly set forth in the Credit Documents and (y) the LC Issuer is acting solely as principal and
not as the agent or fiduciary of the Guarantor, its management, stockholders or creditors or any
other Person. The Guarantor acknowledges and agrees that the Guarantor has consulted its own
legal and financial advisors to the extent it deemed appropriate and that it is responsible for
making its own independent judgment with respect to such transactions and the process leading
thereto. The Guarantor agrees that it will not claim that the LC Issuer has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Guarantor, in
connection with such transaction or the process leading thereto.
SECTION 8.14 Right of Setoff.  If an Event of Default shall have occurred and be
continuing, the LC Issuer and each of its Affiliates is hereby authorized at any time and from
58
time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at
any time owing by the LC Issuer or any such Affiliate to or for the credit or the account of any
Obligor against any of and all the obligations of any Obligor at the time existing under this
Agreement held by the LC Issuer or its Affiliates, irrespective of whether or not the LC Issuer or
its Affiliates shall have made any demand under this Agreement and although such obligations
may be contingent or unmatured or are owed to a branch office or Affiliate of the LC Issuer
different from the branch office or Affiliate holding such deposit or obligated on such
indebtedness. The rights of the LC Issuer under this Section 8.14 are in addition to other rights
and remedies (including any other rights of setoff) which the LC Issuer may have. The LC Issuer
agrees to notify the Guarantor promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application.
SECTION 8.15 Acknowledgement and Consent to Bail-In of Affected Financial
Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Affected Financial Institution arising under any Credit
Document may be subject to the write-down and conversion powers of the applicable Resolution
Authority, if applicable, and agrees and consents to, and acknowledges and agrees to be bound
by:
(a)the application of any Write-Down and Conversion Powers by the
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to
it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if
applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent entity, or a
bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Credit Document; or 
(iii)the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of the applicable Resolution Authority.
[Signature Pages Follow]
EX-10.2 3 eqh-09302025exhibit102.htm EX-10.2 EQH - 09.30.2025 Exhibit 10.2
1
Executed Version
CONFIDENTIAL
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of August 25,
2025 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC., a Delaware
corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and MUFG BANK LTD., 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 January 23, 2024 (as amended, restated,
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 Amended 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)the Reimbursement Agreement (including the exhibits thereto) is hereby amended
in its entirety to read in the form of Exhibit A attached hereto.
SECTION 2. Reference to and Effect on the Credit Documents. 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.
(a)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. 
(b)Except as expressly provided herein, the execution, delivery and effectiveness of
2
this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the
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
1751884074.3
effective as of the date on which the following conditions shall have been satisfied (or waived by the LC
Issuer) (the “Amendment No. 1 Effective Date”):
(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)immediately before and after giving effect to this Agreement, no
Default or Event
of Default shall have occurred and be continuing;
(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 corporate power and
authority to enter into
and perform its obligations under this Agreement, the Amended Reimbursement Agreement and the other
Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and
delivered by each Obligor; 
(b)the representations and warranties set forth in Article IV of the
Amended Reimbursement Agreement and in the other Credit Documents are true and
3
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 Amended Reimbursement Agreement,
constitute the legal,
valid and binding obligations of each of the Obligors, in each case, enforceable in accordance with their
respective terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and by general principles of equity. 
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. 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.
4
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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:
floatingimage_2.jpg
EQUITABLE HOLDINGS, INC.,
as
floatingimage_0.jpg
Guarantor
By: 
Name: Peter Tian
Title: Treasurer
[EQH – MUFG– Signature Page to Amendment No. 1 to Reimbursement Agreement]
SUBSIDIARY ACCOUNT PARTIES:
floatingimage_2.jpg
EQ AZ LIFE RE COMPANY
floatingimage_0.jpg
By: 
Name: Peter Tian
Title: Treasurer
[EQH – MUFG– Signature Page to Amendment No. 1 to Reimbursement Agreement]
Exhibit A
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 Issuer
$200,000,000
1751884000.4
i
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .......................................................................................................... 1
SECTION 1.01 Definitions ................................................................................................ 1
SECTION 1.02 Accounting Terms and Determinations ................................................. 18
ARTICLE II THE CREDITS....................................................................................................... 19
SECTION 2.01 Letter of Credit ....................................................................................... 19
SECTION 2.02 Reimbursement for LC Disbursements, Cover, Etc. .............................. 21
SECTION 2.03 Benchmark Replacement. ...................................................................... 24
SECTION 2.04 Fees ........................................................................................................ 25
SECTION 2.05 [Reserved] .............................................................................................. 26
SECTION 2.06 Payments Generally ............................................................................... 26
SECTION 2.07 Computation of Interest and Fees .......................................................... 26
SECTION 2.08 Provisions Relating to NAIC Approved Banks ..................................... 27
ARTICLE III CONDITIONS ...................................................................................................... 27
SECTION 3.01 Each Credit Extension ............................................................................ 27
SECTION 3.02 Effectiveness .......................................................................................... 27
ARTICLE IV REPRESENTATIONS AND WARRANTIES .................................................... 29
SECTION 4.01 Corporate Existence and Power ............................................................. 29
SECTION 4.02 Corporate and Governmental Authorization; Contravention ................. 29
SECTION 4.03 Binding Effect ........................................................................................ 29
SECTION 4.04 Financial Information; No Material Adverse Change............................ 29
SECTION 4.05 Litigation ................................................................................................ 30
SECTION 4.06 Compliance with ERISA ........................................................................ 30
SECTION 4.07 Taxes ...................................................................................................... 31
SECTION 4.08 Subsidiaries ............................................................................................ 31
SECTION 4.09 Not an Investment Company.................................................................. 31
SECTION 4.10 Obligations to be Pari Passu................................................................... 31
SECTION 4.11 No Default .............................................................................................. 31
SECTION 4.12 Material Subsidiaries and Subsidiary Account Parties .......................... 31
ii
TABLE OF CONTENTS
SECTION 4.13 Full Disclosure ....................................................................................... 31
SECTION 4.14 Hybrid Instruments ................................................................................ 32
(continued)
Page
SECTION 4.15 Margin Regulations ................................................................................ 32
SECTION 4.16 Sanctioned Persons; Anti-Corruption Laws; Patriot Act ....................... 32
SECTION 4.17 EEA Financial Institutions ..................................................................... 33
ARTICLE V COVENANTS........................................................................................................ 33
SECTION 5.01 Information............................................................................................. 33
SECTION 5.02 Payment of Obligations .......................................................................... 35
SECTION 5.03 Conduct of Business and Maintenance of Existence ............................. 35
SECTION 5.04 Maintenance of Property; Insurance ...................................................... 36
SECTION 5.05 Compliance with Laws........................................................................... 36
SECTION 5.06 Inspection of Property, Books and Records ........................................... 37
SECTION 5.07 Financial Covenants ............................................................................... 37
SECTION 5.08 Negative Pledge ..................................................................................... 37
SECTION 5.09 Consolidations, Mergers, Divisions, and Sales of Assets ...................... 38
SECTION 5.10 Use of Credit .......................................................................................... 38
SECTION 5.11 Obligations to be Pari Passu................................................................... 38
SECTION 5.12 Certain Debt ........................................................................................... 38
ARTICLE VI DEFAULTS .......................................................................................................... 38
SECTION 6.01 Events of Default ................................................................................... 38
ARTICLE VII CHANGE IN CIRCUMSTANCES ..................................................................... 41
SECTION 7.01 Increased Cost and Reduced Return ...................................................... 41
SECTION 7.02 Taxes ...................................................................................................... 42
SECTION 7.03 Mitigation Obligations ........................................................................... 46
SECTION 7.04 Survival .................................................................................................. 46
ARTICLE VIII MISCELLANEOUS .......................................................................................... 46
SECTION 8.01 Notices ................................................................................................... 46
SECTION 8.02 No Waivers ............................................................................................ 46
SECTION 8.03 Expenses; Indemnification; Non-Liability of the LC Issuer .................. 46
SECTION 8.04 Amendments and Waivers ..................................................................... 48
iii
TABLE OF CONTENTS
SECTION 8.05 Successors and Assigns .......................................................................... 48
SECTION 8.06 New York Law ....................................................................................... 49
(continued)
Page
SECTION 8.07 Judicial Proceedings ............................................................................... 49
SECTION 8.08 Counterparts; Integration; Headings ...................................................... 50
SECTION 8.09 Confidentiality ....................................................................................... 50
SECTION 8.10 WAIVER OF JURY TRIAL .................................................................. 51
SECTION 8.11 Joinder of Subsidiary Account Party ..................................................... 51
SECTION 8.12 USA PATRIOT Act ............................................................................... 51
SECTION 8.13 No Fiduciary Duty ................................................................................. 52
SECTION 8.14 Right of Setoff ........................................................................................ 52
SECTION 8.15 Entire Agreement ................................................................................... 52
SECTION 8.16 Acknowledgement and Consent to Bail-In of Affected Financial
Institutions............................................................................................................ 53
iv
SCHEDULES
Schedule I Material Subsidiaries and Subsidiary Account Parties
Schedule II Hybrid Instruments
Schedule III Debt
EXHIBITS
Exhibit A Form of Letter of Credit
Exhibit B Form of Letter of Credit Request
Exhibit C Form of Subsidiary Joinder Agreement 
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.
WHEREAS, the Guarantor wishes to facilitate reinsurance cessions for its Affiliates by
enabling the Subsidiary Account Parties to provide the Letter of Credit to the beneficiaries for
statutory recognition of reinsurance ceded to reinsurers;
WHEREAS, to induce the LC Issuer to enter into this Agreement and to issue the Letter
of Credit, the Guarantor will enter into this Agreement and execute the Guarantee Agreement in
favor of the LC Issuer; and
WHEREAS, the Bank is prepared to issue the Letter of Credit upon the terms and subject
to the conditions stated in this Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, including the covenants, terms and conditions hereinafter contained, and to induce
the LC Issuer to issue the Letter of Credit, the LC Issuer, the Guarantor and the Subsidiary
Account Parties agree as follows:
ARTICLE I DEFINITIONS
SECTION 1.01  Definitions. The following terms, as used herein, have the following
meanings: 
“AB Entities” means AllianceBernstein Corporation, AllianceBernstein Holding L. P.,
AllianceBernstein L. P. and any of their subsidiaries.
“AB Tender Offer” means that cash tender offer commenced by the Guarantor on
February 24, 2025, as described in the Tender Offer Statement on Schedule TO filed by the
Guarantor with the SEC on February 24, 2025.
“AB Tender Offer and Reinsurance Transaction Adjustment Amount” means the one-
time cumulative impact on the consolidated shareholders’ equity, determined in accordance with
GAAP, of the Guarantor and its Consolidated Subsidiaries as of the date of completion of the
Reinsurance Transaction of the sum of (a) the differential in market value and book value of the
limited partnership interests of AllianceBernstein Holding L.P. subject to the AB Tender Offer,
in each case, as of the time of the completion of the AB Tender Offer, plus (b) the effect on
Accumulated Other Comprehensive Income for the fiscal quarter in which the Reinsurance
Transaction is completed resulting from the asset transfers completed at the closing of the
Reinsurance Transaction. The AB Tender Offer and Reinsurance Transaction Adjustment
Amount may be a positive value (in which case it shall increase Adjusted Consolidated Net
Worth) or negative value (in which case it shall reduce Adjusted Consolidated Net Worth) or
zero. 
“Adjusted Consolidated Net Worth” means, at any date, without duplication, the sum of
(a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the
Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount
plus (c) the AB Tender Offer and Reinsurance Transaction Adjustment Amount; provided that, in
determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any
“Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of
the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the
effect of any election under the fair value option in FASB ASC 825 permitting a Person to
measure its financial assets or liabilities at the fair value thereof, and the related tax impact and
(iii) all noncontrolling interests (as determined in accordance with Statement of Financial
Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial
Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated
Subsidiaries.
“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) Daily
Simple SOFR, plus (b) 0.10% per annum.
“Adjusted Term SOFR Rate” means, for any interest period, an interest rate per annum
equal to (a) the Term SOFR Rate, plus (b) 0.10% per annum.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.
“Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.
“Agreement” means this Reimbursement Agreement, as it may be amended or modified
and in effect from time to time.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a)
the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1%
and (c) the Adjusted Term SOFR Rate for a one month interest period as published two U.S.
Government Securities Business Days prior to such day (or if such day is not a U.S. Government
Securities Business Day, the immediately preceding U.S. Government Securities Business Day)
plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any
day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time
vi
on such day (or any amended publication time for the Term SOFR Reference Rate, as specified
by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology);
provided further that if the Alternate Base Rate as so determined would be less than zero, such
rate shall be deemed to be zero for the purposes of this Agreement. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate
shall be effective from and including the effective date of such change in the Prime Rate, the
NYFRB Rate or the Adjusted Term SOFR Rate, respectively. 
“Amendment No. 1 Effective Date” means August 25, 2025.
“Anti-Corruption Laws” has the meaning set forth in Section 4.16.
“Anti-Money Laundering Laws” has the meaning set forth in Section 4.16.
“Applicable Lending Office” means, as to the LC Issuer, its office, branch or Affiliate
located at its address set forth on the signature pages hereto or such other office, branch or
Affiliate of the LC Issuer as it may hereafter designate as its Applicable Lending Office for
purposes hereof by notice to the Guarantor.
3
“Available Tenor” means, as of any date of determination and with respect to the
thencurrent Benchmark, as applicable, any tenor for such Benchmark or payment period for
interest calculated with reference to such Benchmark, as applicable, that is or may be used for
determining the length of an interest period pursuant to this Agreement as of such date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing law, regulation, rule or requirement for such EEA Member
Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)
with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings).
“Benchmark” means, initially, the Term SOFR Rate; provided that if a Benchmark
Transition Event and the related Benchmark Replacement Date have occurred with respect to
Daily Simple SOFR or the Term SOFR Rate, as applicable, or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth
in the order below that can be determined by the LC Issuer for the applicable Benchmark
Replacement Date:
(1)Adjusted Daily Simple SOFR; or
(2)the sum of: (a) the alternate benchmark rate that has been selected by the LC Issuer,
with the consent of the Guarantor (such consent not to be unreasonably withheld or
delayed) as the replacement for the then-current Benchmark for the applicable
Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current
Benchmark for Dollar-denominated syndicated or bilateral credit facilities at such
time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less
than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of
this Agreement and the other Credit Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the
then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment (which may be a positive or
4
negative value or zero) that has been selected by the LC Issuer, with the consent of the Guarantor
(such consent not to be unreasonably withheld or delayed) giving due consideration to (i) any
selection or recommendation of a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-
prevailing market convention for determining a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement for Dollar-denominated syndicated or bilateral credit
facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S.
Government Securities Business Day,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the LC Issuer decides in its reasonable discretion may
be appropriate to reflect the adoption and implementation of such Benchmark and to permit the
administration thereof by the LC Issuer in a manner substantially consistent with market practice
(or, if the LC Issuer decides that adoption of any portion of such market practice is not
administratively feasible or if the LC Issuer determines that no market practice for the
administration of such Benchmark exists, in such other manner of administration as the LC Issuer
decides is reasonably necessary in connection with the administration of this Agreement and the
other Credit Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to
occur of the following events with respect to the then-current Benchmark:
(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
the later of (a) the date of the public statement or publication of information referenced
therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide
all Available Tenors of such Benchmark (or such component thereof); or
(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the
first date on which such Benchmark (or the published component used in the calculation
thereof) has been determined and announced by the regulatory supervisor for the
administrator of such Benchmark (or such component thereof) to be no longer
representative; provided, that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (3) and
even if any Available Tenor of such Benchmark (or such component thereof) continues to
be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
5
for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of
one or more of the following events with respect to the then-current Benchmark:
(1)a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);
(2)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR
Administrator, an insolvency official with jurisdiction over the administrator for such
Benchmark (or such component), in each case, a resolution authority with jurisdiction
over the administrator for such Benchmark (or such component) or a court or an entity
with similar insolvency or resolution authority over the administrator for such Benchmark
(or such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely; provided that, at the time of
such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or
(3)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are no longer, or as a of a specified future date will no longer be,
representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have
occurred with respect to any Benchmark if a public statement or publication of information set
forth above has occurred with respect to each then-current Available Tenor of such Benchmark
(or the published component used in the calculation thereof). 
“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time
that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Credit Document in accordance with Section 2.03 and (y)
ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Credit Document in accordance with Section 2.03.
6
“Beneficial Ownership Certification” means a certification regarding beneficial
ownership or control as required by the Beneficial Ownership Regulation. 
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Arrangement” means at any time an employee benefit plan within the meaning
of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained
or otherwise contributed to by any member of the ERISA Group.
“Business Day” means any day (other than a Saturday or a Sunday or other day on which
banks are authorized or required by law to close in New York City); provided that, in relation to
any interest rate settings, fundings, disbursements, settlements or payments, any such day that is
also a U.S. Government Securities Business Day.
“Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire
any of the foregoing.
“Change of Control” means any event or series of events by which any person or group of
persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the SEC under said Act) of 35% or more of the outstanding shares of common
stock of the Guarantor.
“CME Term SOFR Administrator” means CME Group Benchmark Administration
Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
“Collateral Account” has the meaning set forth in Section 2.02(e).
“Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which
would be consolidated with those of the Guarantor in its consolidated financial statements if such
statements were prepared as of such date; provided that, for purposes of Sections 4.04(a) and (b)
and 5.01, the term “Consolidated Subsidiary” shall include each of the AB Entities and the
Investment Entities to the extent the accounts of such entity are required to be consolidated with
those of the Guarantor in its consolidated financial statements in accordance with GAAP;
provided further that, for purposes of the calculation of Adjusted Consolidated Net Worth and
Consolidated Total Indebtedness, the term “Consolidated Subsidiary” shall include each of the
AB Entities to the extent the accounts of such entity are required to be consolidated with those of
the Guarantor in the consolidated financial statements in accordance with GAAP but only to the
extent of the Guarantor’s direct or indirect proportional ownership of the AB Entities.
7
“Consolidated Total Capitalization” means, at any date, for the Guarantor and its
Consolidated Subsidiaries, the sum of, without duplication, (i) Consolidated Total Indebtedness
plus (ii) Adjusted Consolidated Net Worth.
“Consolidated Total Indebtedness” means, at any date, for the Guarantor and its
Consolidated Subsidiaries, the sum of, without duplication, (i) the aggregate amount of all
NonOperating Indebtedness plus (ii) the aggregate amount of all Disqualified Capital Stock and
Hybrid Instruments of such Person to the extent such amount would not be included in the
determination of Adjusted Consolidated Net Worth.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a
tenor (including overnight) or an interest payment period having approximately the same length
(disregarding business day adjustment) as such Available Tenor.
“Credit Documents” means (a) this Agreement, (b) the Guarantee Agreement, (c) any fee
letter and (d) with respect to the Letter of Credit, collectively, any application therefor and any
other agreements, instruments, guarantees or other documents (whether general in application or
applicable only to the Letter of Credit) governing or providing for (i) the rights and obligations of
the parties concerned or at risk with respect to the Letter of Credit or (ii) any collateral security
for any of such obligations, each as the same may be modified and supplemented and in effect
from time to time.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal
to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government
Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities
Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government
Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on
the SOFR Administrator’s Website; provided that if Daily Simple SOFR as so determined would
be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. Any
change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the
effective date of such change in SOFR without notice to the Guarantor.
“Debt” of any Person means, at any date, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable arising in the ordinary course of
business, (d) all obligations of such Person as lessee under capital leases, (e) all non-contingent
obligations of such Person to reimburse any bank or other Person in respect of amounts paid
under a letter of credit, banker’s acceptance or similar instrument, (f) all Debt of others secured
by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (g)
all Debt of others guaranteed by such Person, and (h) all obligations of such Person in respect of
Disqualified Capital Stock (and, for the avoidance of doubt, Debt shall include Hybrid
Instruments); provided that the definition of “Debt” does not include any obligations of such
Person (x) under repurchase or reverse repurchase agreements to repurchase or resell (as
applicable) securities (or other property) which arise out of or in connection with the sale of the
8
same or substantially similar securities (or other property) or (y) to return collateral pledged in
respect of or in connection with the loan of such securities. 
“Default” means any condition or event which constitutes an Event of Default or which
with the giving of notice or lapse of time or both would, unless cured or waived, become an
Event of Default.
“Default Rate” means a per annum rate of interest equal to the Alternate Base Rate plus
two percent (2.00%).
“Derivative Financial Products” of any Person means all obligations (including whether
pursuant to any master agreement or any particular agreement or transaction) of such Person in
respect of any rate swap transaction, basis swap, forward rate transaction, interest rate future,
commodity swap, commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, cross-currency rate swap transaction, currency
future, currency option or any other similar transaction (including any option with respect to any
of the foregoing) or any combination thereof.
“Disqualified Capital Stock” means that portion of any Capital Stock (other than Capital
Stock that is solely redeemable, or at the election of the issuer thereof (not subject to any
condition), may be redeemed, with Capital Stock that is not Disqualified Capital Stock) which,
by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof, on or prior to 180 days after the first anniversary of the
Termination Date.
“Disqualified Institution” means each of the (a) certain banks, financial institutions and
other institutional lenders and Persons identified to the LC Issuer in writing on or prior to the
date hereof, (b) bona fide competitors of the Guarantor and its Subsidiaries identified in writing
by the Guarantor to the LC Issuer from time to time, (c) those Persons primarily engaged in
private equity, venture capital or mezzanine or distressed lending and identified in writing by the
Guarantor to the LC Issuer from time to time and (d) Affiliates of the Persons or entities referred
to in clauses (a) and (b) above to the extent clearly identifiable by name or identified in writing
by the Guarantor to the LC Issuer from time to time; provided that notwithstanding anything
herein to the contrary, in no event shall any supplement to the list of Disqualified Institutions
apply retroactively to disqualify any Persons that have previously acquired a participation
interest under this Agreement that is otherwise permitted by this Agreement, but upon the
effectiveness of such designation, any such Person may not acquire any additional participations;
provided, further, that no supplement to such list shall be effective until the third (3rd) Business
Day following the LC Issuer’s receipt of such supplement in writing; provided, further that any
bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of
business which is managed, sponsored or advised by any Person controlling, controlled by or
9
under common control with a competitor or its controlling owner shall be deemed not to be a
competitor of the Guarantor or any of its Subsidiaries.
“Dividing Person” has the meaning set forth in the definition of “Division.”
“Division” means the division of assets, liabilities, and/or obligations of a Person (the
“Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or
similar arrangement), which may or may not include the Dividing Person and pursuant to which
the Dividing Person may or may not survive.
“Dollars” and the sign “$” means lawful money in the United States of America.
“Early Termination” has the meaning set forth in the definition of “Material Unpaid
Derivative Product Indebtedness.”
“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any
delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the date this Agreement becomes effective in accordance with
Section 3.02.
“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to the environment or
to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.
“EQ AZ” means EQ AZ Life RE Company, an Arizona corporation.
“Equity Issuance” means, with respect to any Person, (a) any issuance or sale by such
Person of (i) any Capital Stock, (ii) any warrants or options exercisable in respect of Capital
Stock (other than any warrants or options issued to directors, officers or employees of such
10
Person in their capacity as such and any Capital Stock issued upon the exercise thereof) or (iii)
any other security or instrument representing Capital Stock (or the right to obtain any Capital
Stock) in such Person or (b) the receipt by such Person of any contribution to its capital (whether
or not evidenced by any equity security) by any other Person; provided that Equity Issuance shall
not include, with respect to any Subsidiary of the Guarantor, any such issuance or sale by such
Subsidiary to the Guarantor or another Subsidiary or any capital contribution by the Guarantor or
another Subsidiary to such Subsidiary.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means the Guarantor and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control
which, together with the Guarantor, are treated as a single employer under Section 414(b) or
414(c) of the Code.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” has the meaning set forth in Section 6.01.
“Evergreen Letter of Credit” has the meaning set forth in Section 2.01.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB
based on such day’s federal funds transactions by depositary institutions, as determined in such
manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if
the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be
deemed to be 0.00% for the purposes of this Agreement.
“Financial Officer” means the chief financial officer, principal accounting officer,
treasurer, assistant treasurer, or other senior financial officer of the Guarantor, in each case, to the
extent duly authorized to deliver certifications hereunder.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as
of the execution of this Agreement, the modification, amendment or renewal of this Agreement
or otherwise) with respect to the Term SOFR Rate or Daily Simple SOFR, as applicable. For the
avoidance of doubt, the initial Floor for each of the Term SOFR Rate and Daily Simple SOFR is
0.00%.
“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the
11
obligee of such Debt of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part), provided that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning.
“Guarantee Agreement” means the Guarantee Agreement, dated as of the date hereof,
made by the Guarantor in favor of the LC Issuer.
“Guarantor” means Equitable Holdings, Inc., a Delaware corporation, and its successors.
“Hybrid Instrument Amount” means, with respect to any Hybrid Instruments, the
principal amount (which principal amount may be a portion of the aggregate principal amount) of
such Hybrid Instrument that is accorded equity credit treatment by S&P and/or Moody’s at the
time of issuance thereof; provided that, (i) in the case such Hybrid Instruments are given equity
credit by both S&P and Moody’s, the higher of the two amounts shall apply, (ii) the equity credit
treatment given by S&P and Moody’s to any Hybrid Instrument at the time of issuance shall be
deemed to apply to such Hybrid Instrument to the extent such Hybrid Instrument remains
outstanding, irrespective of any change in the equity credit treatment given by either such rating
agency to such Hybrid Instrument at any time after the date of issuance (it being agreed, for
avoidance of doubt, that any change in the amount or percentage of the equity credit given to
such Hybrid Instrument that is contemplated in the equity credit treatment given to such Hybrid
Instrument as of the date of issuance (including, without limitation, any such change resulting
from the life to maturity of such Hybrid Instrument or the amount of all such Hybrid Instruments
as a percentage of total adjusted capital (as determined by S&P or Moody’s)) shall continue to be
given effect after the date of issuance in determining the Hybrid Instrument Amount), unless
such change results from an amendment or modification to such Hybrid Instrument, and (iii) the
Hybrid Instrument Amount that is included in the determination of Adjusted Consolidated Net
Worth shall not, at any time, exceed 15% of Consolidated Total Capitalization.
“Hybrid Instruments” means Securities (as defined below) that are given at least some
equity credit by S&P or Moody’s (and as to which, in the case of any Hybrid Instrument issued
after the Effective Date, the Guarantor shall have provided evidence of such equity credit to the
LC Issuer), provided that the term “Hybrid Instruments” shall exclude any Securities to the
extent recorded in the shareholder’s equity section of the consolidated balance sheet of the
Guarantor and its Consolidated Subsidiaries most recently filed with the SEC. As used herein
“Securities” means any stock, share, partnership interest, membership interest in a limited
liability company, voting trust certificate, certificate of interest or participation in any profit-
sharing agreement or arrangement, option, warrant, bond, debenture, note, or other evidence of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any certificates of interest, shares or
participations in temporary or interim certificates for the purchase or acquisition of, or any right
to subscribe to, purchase or acquire, any of the foregoing.
“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of
the Guarantor that is not guaranteed by any other Person or subject to any other credit
enhancement.
12
“Insurance Subsidiary” means any Subsidiary which is subject to the regulation of, and is
required to file statements with, any governmental body, agency or official in any State or
territory of the United States or the District of Columbia which regulates insurance companies or
the doing of an insurance business therein.
“Investment Entity” means a joint venture, partnership, limited liability company or other
Person that is not wholly-owned by the Guarantor or any of its Subsidiaries, in respect of which
none of the Guarantor or any of its Subsidiaries directly or indirectly exercises or has the
contractual right (pursuant to the terms of the relevant joint venture agreement, partnership
agreement, operating agreement or limited liability company agreement or similar agreement) to
exercise day-to-day management or control over the business or affairs of such Person (provided,
that the Guarantor or its Subsidiaries shall not be considered to have control solely as a result of
having a veto or consent right over certain material actions or decisions, including, without
limitation, the incurrence of indebtedness or other obligations or the entry into certain other
material transactions).
“LC Disbursement” means a payment made by the LC Issuer pursuant to the Letter of
Credit.
“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of the
outstanding Letter of Credit at such time plus (b) the aggregate amount of all LC Disbursements
under the Letter of Credit that have not yet been reimbursed by or on behalf of the relevant
Subsidiary Account Party at such time.
“LC Issuer” means MUFG Bank, Ltd., in its capacity as LC Issuer hereunder.
“Letter of Credit” means the letter of credit issued under Section 2.01.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement,
the Guarantor or any Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or beneficially holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement relating to such asset.
“Margin Stock” has the meaning given to it in Regulations T, U and X. 
“Material Adverse Effect” means a material adverse effect on (a) the business, financial
condition or operations of the Guarantor and its Consolidated Subsidiaries, taken as a whole or
(b) the validity or enforceability of any of the Credit Documents or the material rights and
remedies of the LC Issuer under the Credit Documents.
“Material Subsidiary” means (a) any Subsidiary that has total assets (including, without
limitation, Capital Stock of its Subsidiaries) in excess of 10% of the total assets of the Guarantor
and its Consolidated Subsidiaries (based upon and as of the date of the filing of the most recent
consolidated balance sheet of the Guarantor delivered pursuant to Section 4.04 or 5.01) and (b)
any Subsidiary of the Guarantor whose Subsidiaries include one or more Material Subsidiaries.
In the event that the aggregate total assets of the Material Subsidiaries represents less than 80%
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of the consolidated total assets of the Guarantor and its Consolidated Subsidiaries (as reported on
the Guarantor’s most recent consolidated balance sheet furnished pursuant to Section 4.04 or
5.01), the Guarantor shall promptly designate by written notice to the LC Issuer an additional
Subsidiary or Subsidiaries as Material Subsidiaries in order that, after such designation, the
aggregate total assets of the Material Subsidiaries represent at least 80% of the consolidated total
assets of the Guarantor and its Consolidated Subsidiaries (as reported on the Guarantor’s most
recent consolidated balance sheet furnished pursuant to Section 4.04 or 5.01).
“Material Unpaid Derivative Product Indebtedness” means, at any time, any obligations
of the Guarantor or any of its Material Subsidiaries then due and payable by the Guarantor or any
of its Material Subsidiaries in respect of one or more swap contracts (giving effect to any legally
enforceable netting agreements) as a result of such swap contracts being terminated, accelerated
or closed-out by the counter-party prior to the scheduled termination of such swap contracts (an
“Early Termination”), where such Early Termination was the result of an event of default or
other similar breach of such swap contracts attributable to the Guarantor or any of its Material
Subsidiaries.
“Moody’s” means Moody’s Investors Service, Inc. 
“Multiemployer Plan” means at any time an employee pension benefit plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
making or accruing an obligation to make contributions or has within the preceding five plan
years made contributions, including for these purposes any Person which ceased to be a member
of the ERISA Group during such five-year period.
“NAIC” means the National Association of Insurance Commissioners and any successor
thereto.
“NAIC Approved Bank” means a bank that is a bank listed on the most current “List of
Qualified U.S. Financial Institutions” approved by the NAIC (the “NAIC Approved Bank List”)
(or any branch or related entity of such bank that qualifies as a Qualified U.S. Financial
Institution in accordance with the Purposes and Procedures Manual of the NAIC Investment
Analysis Office).
“NAIC Approved Bank List” has the meaning set forth in the definition of “NAIC
Approved Bank”.
“NAIC-Compliant Provisions” has the meaning set forth in Section 2.01(a).
“Net Proceeds” means, with respect to any Equity Issuance, the aggregate cash proceeds
received in respect of such Equity Issuance, net of all reasonable fees and out-of-pocket expenses
paid to third parties (other than Affiliates of the Guarantor) in connection therewith; provided
that Net Proceeds of any Equity Issuance shall not include any proceeds received in respect of
the exercise of stock options held by officers, directors, employees, or consultants of the
Guarantor or any of its Subsidiaries.
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“Non-Operating Indebtedness” of any Person means, at any date, all Debt (other than
Operating Indebtedness) of such Person.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in
effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day
that is not a Business Day, for the immediately preceding Business Day); provided that if none of
such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the
rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the LC Issuer
from a federal funds broker of recognized standing selected by it; provided, further, that if any of
the aforesaid rates shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes
of this Agreement.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or
any successor source.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Obligor arising under any Credit Document or otherwise with respect to the Letter
of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Obligor or any Affiliate thereof of
any proceeding under any bankruptcy, insolvency or similar laws affecting creditors’ rights
generally naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.
“Obligor” means each of the Guarantor and each Subsidiary Account Party.
“Operating Indebtedness” of any Person means, at any date, without duplication, any
Debt of such Person (a) in respect of or supporting (including any Guarantee of Debt in respect
thereof) AXXX, XXX and other similar life reserve requirements, (b) incurred in connection
with repurchase agreements, securities lending or other spread lending activities, (c) to the extent
the proceeds of which are used directly or indirectly (including for the purpose of funding
portfolios that are used to fund trusts in order) to support AXXX, XXX and other similar life
reserves, (d) to the extent the proceeds of which are used to fund discrete customer-related assets
or pools of assets (and related hedge instruments and capital) that are at least notionally
segregated from other assets and have sufficient cash flow to pay principal and interest thereof,
with insignificant risk of other assets of the Guarantor and its Subsidiaries being called upon to
make such principal and interest payments, (e) excluded entirely from financial leverage by both
S&P and Moody’s in their evaluation of such person, (f) consisting of loans and other obligations
owing to Federal Home Loan Banks or the Federal Agriculture Mortgage Corporation or (g) (i)
incurred by or on behalf of collateralized loan obligation investment vehicles managed by AB
Broadly Syndicated Loan Manager LLC, including as a part of customary warehouse financing,
or (ii) incurred by Investment Entities, in the case of each of (i) and (ii) for which there is no
recourse to the Guarantor and its Subsidiaries.
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“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight
federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Ownership Interests” has the meaning set forth in Section 5.08.
“Parent” means, with respect to the LC Issuer, any Person as to which the LC Issuer is,
directly or indirectly, a subsidiary.
“Participant” has the meaning set forth in Section 8.05(b).
“Participant Register” has the meaning set forth in Section 8.05(b).
“Patriot Act” has the meaning set forth in Section 4.16.
“Payment Account” means an account designated by the LC Issuer in a notice to the
Guarantor to which payments hereunder are to be made.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means an individual, a corporation, a partnership, an association, a trust or any
other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Plan” means at any time an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five (5) years been maintained, or contributed to, by any Person which was at such
time a member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the
“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per
annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no
longer quoted therein, any similar rate quoted therein (as determined by the LC Issuer) or any
similar release by the Federal Reserve Board (as determined by the LC Issuer). Each change in
the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.
“Quarterly Dates” means the last day of March, June, September and December in each
year, the first of which shall be the first such day after the Effective Date.
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“Reference Time” with respect to any setting of the then-current Benchmark means (1) if
such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2)
Business Days preceding the date of such setting, (2) if such Benchmark is Daily Simple SOFR,
then four (4) Business Days prior to such setting or (3) if such Benchmark is none of the Term
SOFR Rate or Daily Simple SOFR, the time determined by the LC Issuer in its reasonable
discretion.
“Regulation S-X” means Regulation S-X promulgated under the Securities Act of 1933,
as amended from time to time, and as interpreted by the SEC.
“Regulations T, U and X” means Regulations T, U and X, respectively, of the Board of
Governors of the Federal Reserve System, in each case as in effect from time to time.
“Regulatory Authority” has the meaning set forth in Section 8.9(b).
“Reinsurance Transaction” means the closing of the transactions on July 31, 2025
contemplated by the RGA Master Transaction Agreement, including entry into the Reinsurance
Agreements and the Trust Agreements (as defined therein), in accordance with the terms of the
RGA Master Transaction Agreement.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates
and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates.
“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the
NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the NYFRB or, in each case, any successor thereto.
“Reset Event” has the meaning set forth in Section 5.07(a).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority.
“RGA Master Transaction Agreement” means that certain Master Transaction Agreement
dated as of February 23, 2025, by and among Equitable Financial Life Insurance Company,
Equitable Financial Life Insurance Company of America, Equitable Financial Life and Annuity
Company and RGA Reinsurance Company, as amended from time to time. 
“S&P” means Standard and Poor’s Ratings Services.
“Sanctions” has the meaning set forth in Section 4.16.
“Sanctions Laws” has the meaning set forth in Section 4.16.
“SEC” means Securities and Exchange Commission or any governmental body, agency
or official succeeding to its principal functions.
“Secured Obligations” has the meaning set forth in Section 2.02(e).
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“Sell-Down Event” means the end of the 90 day period (or such longer period as the LC
Issuer may approve) following any event or series of events as a result of which the Guarantor
ceases to own, directly or indirectly, shares of the outstanding shares of common stock of either
the AB Entities or Equitable Financial Life Insurance Company representing 51% or more of the
aggregate ordinary voting power represented by the issued and outstanding common stock of
either the AB Entities or Equitable Financial Life Insurance Company, respectively; provided,
that no Sell-Down Event shall be deemed to have occurred if (i) the relevant event or series of
events has been waived by the LC Issuer or (ii) the Guarantor or the Subsidiary Account Parties
have provided cash collateral to the LC Issuer in an amount equal to the face amount of the
outstanding Letter of Credit at such time.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the
SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New
York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple
SOFR”.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“Statutory Statement” means a statement of the condition and affairs of an Insurance
Subsidiary, prepared in accordance with accounting procedures and practices prescribed or
permitted by an applicable insurance regulatory authority or the NAIC, as modified in
accordance with permitted practices approved by an applicable insurance regulatory authority,
and filed with an applicable insurance regulatory authority or the NAIC.
“Subsidiary” means any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly owned by the
Guarantor, but excluding:  (i) the AB Entities, and (ii) the Investment Entities.
“Subsidiary Account Party” means EQ AZ and each other direct or indirect Subsidiary of
the Guarantor that becomes a successor Subsidiary Account Party in accordance with the terms
of Section 8.11.
“Subsidiary Joinder Agreement” means a joinder to this Agreement, substantially in the
form of Exhibit C.
“Term SOFR Determination Day” has the meaning specified in the definition of “Term
SOFR Reference Rate”.
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“Term SOFR Rate” means, for the applicable Corresponding Tenor as of the applicable
Reference Time, the Term SOFR Reference Rate, as such rate is published by the CME Term
SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR
Determination Day”) the rate per annum published by the CME Term SOFR Administrator as the
forward-looking rate based on SOFR with a tenor comparable to the applicable interest period;
provided that if the Term SOFR Reference Rate as so determined would be less than 0.00%, such
rate shall be deemed to be 0.00% for purposes of this Agreement. If by 5:00 pm (New York City
time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the
applicable tenor has not been published by the CME Term SOFR Administrator and a
Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then so
long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR
Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate
as published in respect of the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long
as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S.
Government Securities Business Days prior to such Term SOFR Determination Day. 
“Termination Date” means the earliest to occur of (i) January 23, 2029 or, if such day is
not a Business Day, the next preceding Business Day, as such date may be modified in
accordance with Section 2.01(b) or Section 2.01(e), (ii) upon the occurrence of a Sell-Down
Event, on the date thereof or (iii) the date of acceleration of any of the Obligations pursuant to
Section 6.01.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under
the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as
amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,
which includes certain credit institutions and investment firms, and certain affiliates of such
credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement
excluding the related Benchmark Replacement Adjustment.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)
a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
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and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect
to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In
Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of
that liability into shares, securities or obligations of that person or any other person, to provide
that any such contract or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.
SECTION 1.02  Accounting Terms and Determinations. 
(a)All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, applied
in a manner consistent with that used in preparing the audited financial statements or statutory
statements, as of the Effective Date, except as otherwise specifically prescribed herein. 
(b)If at any time any change in GAAP would affect the computation of any
requirement set forth in any Credit Document, and either the Guarantor or the LC Issuer shall so
request, the LC Issuer and the Guarantor shall negotiate in good faith to amend such requirement
to preserve the original intent thereof in light of such change in GAAP (subject to the approval of
the LC Issuer); provided that, until so amended, (i) such requirement shall continue to be
computed in accordance with GAAP as in effect prior to such change therein and (ii) the
Guarantor shall provide to the LC Issuer financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such requirement made before and after giving effect to such change in GAAP.
ARTICLE II THE CREDITS
SECTION 2.01  Letter of Credit.
(a)General.  Subject to the terms and conditions set forth herein, on or around
the Effective Date, the LC Issuer agrees to issue a Letter of Credit denominated in Dollars for the
account of such Subsidiary Account Party, in a face amount equal to $200,000,000. 
The Letter of Credit shall be a standby letter of credit in substantially the form
attached hereto as Exhibit A, with such changes therein as may be requested by the relevant
Subsidiary Account Party, so long as the LC Issuer approves such changes.  The Letter of Credit
shall be unconditional.  Notwithstanding the foregoing, subject to the terms and conditions of
this Agreement, if the relevant Subsidiary Account Party requests that the Letter of Credit
include additional provisions (or revisions to the form attached hereto as Exhibit A) in order to
satisfy the requirements for letters of credit under credit-for-reinsurance provisions in the
jurisdiction of organization of the beneficiary of the Letter of Credit with respect to reinsurance
reserve credit requirements by providing written notice to the LC Issuer at least five (5) Business
Days prior to issuance of the Letter of Credit (or such shorter time as may be agreed by the LC
Issuer) specifying the requested additional provisions and a summary of the reasons therefor, the
20
Letter of Credit shall include such requested or revised provisions (such provisions, “NAIC-
Compliant Provisions”) unless the issuance of the Letter of Credit with any such NAIC-
Compliant Provisions would, in the reasonable judgment of the LC Issuer, materially increase the
potential liability of the LC Issuer, and the Guarantor or the Subsidiary Account Party has not
otherwise agreed to compensate the LC Issuer for any such increased liability in a manner
reasonably acceptable to the LC Issuer.  The LC Issuer shall not be obligated to verify that any
requested NAIC-Compliant Provisions satisfy such requirements for reserve credit.  In no event
shall the Letter of Credit be transferable.
(b)Notice of Issuance, Amendment or Extension. To request the issuance of
the Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the
Subsidiary Account Party shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the LC Issuer) to the LC
Issuer, not later than noon (New York City time) three (3) Business Days (or such shorter time as
the LC Issuer may agree in a particular instance in its sole discretion) prior to the requested date
of issuance, amendment or extension, a notice, substantially in the form of Exhibit B hereto (or
such other form as may be agreed between such Subsidiary Account Party and the LC Issuer),
requesting the issuance of the Letter of Credit, or identifying the Letter of Credit to be amended
or extended, and specifying the date of issuance, amendment or extension, as the case may be
(which shall be a Business Day), the date on which the Letter of Credit is to expire (which shall
comply with Section 2.01(d)), the amount of the Letter of Credit, the name and address of the
beneficiary thereof and the terms and conditions of (and such other information as shall be
necessary to prepare, amend or extend, as the case may be) the Letter of Credit (which shall
comply with Section 2.01(a)).  Any amendment to the Letter of Credit is subject to the consent
and approval of the beneficiary of the Letter of Credit.
To the extent agreed by the LC Issuer in its sole discretion, the Letter of Credit may
provide for the automatic extension of the expiry date thereof, unless the LC Issuer shall give
notice to the beneficiary thereof on or before the date that is 60 days prior to the stated expiration
date (or such shorter or longer period of time as may be agreed between the Guarantor and the
LC Issuer, but in no event shorter than 30 days) that such expiry date shall not be extended (in
such case, the “Evergreen Letter of Credit” and such notice, a “Non-Extension Notice”) (it being
understood and agreed that, notwithstanding any provision of this Agreement to the contrary, the
renewal of the Evergreen Letter of Credit upon an automatic extension shall not require any
notice or request to be delivered under Section 2.01(b) or under the Letter of Credit); provided,
that the Letter of Credit shall not by its terms expire later than one (1) year after the Termination
Date with a properly executed Non-Extension Notice.
(c)Limitations on Amounts; Reductions.  Notwithstanding anything in this
Agreement to the contrary, the parties hereto acknowledge and agree that (i) the LC Issuer shall
not have any obligation to issue any letter of credit hereunder other than the Letter of Credit
issued on the Effective Date and (ii) the face amount of the Letter of Credit shall permanently
and irrevocably be reduced, on a dollar-for-dollar basis, concurrently with any LC Disbursement
in respect thereof, and in no event shall the face amount of the Letter of Credit be increased
21
without the prior written consent of the LC Issuer.  For the avoidance of doubt, the Letter of
Credit is nonrevolving.
(d)Expiry Date.  The Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date five (5) years after the date of the issuance of the Letter of
Credit (provided that the Letter of Credit shall contain “evergreen” provisions for the renewal or
extension thereof to a date not later than one (1) year after the then current expiry date thereof) or
(ii) the first anniversary of the Termination Date with a properly executed Non-Extension Notice.
The Guarantor shall cause the Letter of Credit outstanding on or after the date that is five (5)
Business Days prior to the Termination Date to be cash collateralized in accordance with Section
2.02(e) on or prior to such date and for so long as the Letter of Credit is outstanding.
(e)Extensions to the Termination Date.  So long as (i) no Default or Event of
Default shall have occurred and be continuing on the relevant anniversary of the Effective Date
and (ii) the LC Issuer has not given written notice of non-extension to the Obligors on or before
the date that is 60 days prior to the relevant anniversary of the Effective Date (or such shorter or
longer period of time as may be agreed between the Guarantor and the LC Issuer, but in no event
shorter than 30 days), the Termination Date will be extended by one additional year as of each of
the first five anniversaries of the Effective Date, such that if each of the five extensions take
effect, the final Termination Date shall be ten years from the Effective Date; provided, however,
the thenexisting Termination Date will not be eligible for further extension following the
occurrence of a Sell-Down Event.
(f)Conditions to Issuance, Etc.  The LC Issuer shall have no obligation to
issue,
amend or extend the Letter of Credit, so long as:
(i)Any order, judgment or decree of any governmental
authority or
arbitrator shall have been entered or rendered which by its terms purport to enjoin or
restrain the LC Issuer from issuing the Letter of Credit;
(ii)Any law applicable to LC Issuer or any request or
directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the LC Issuer shall
prohibit, or request that the LC Issuer refrain from, the issuance of
letters of credit generally or the Letter of Credit in particular or shall
impose upon the LC Issuer with respect to any the Letter of Credit any
restriction, reserve or capital requirement (for which the LC Issuer is
not otherwise compensated hereunder) not in effect on the Effective
Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or
expense which was not applicable on the Effective Date and which the
LC Issuer in good faith deems material to it;
(iii)Except as otherwise agreed by LC Issuer, the Letter
of Credit is
22
in an initial amount less than $1,000,000;
(iv)The Letter of Credit is to be denominated in a
currency other than
US Dollars;
(v)More than one (1) Letter of Credit is outstanding;
(vi)A Sell-Down Event shall have occurred or would
have occurred
but for the posting of cash collateral as described in clause (ii) of the definition of
“Sell-
Down Event”; or
(vii)The Letter of Credit contains any provisions for
automatic
reinstatement of the stated amount after any drawing thereunder.
SECTION 2.02  Reimbursement for LC Disbursements, Cover, Etc.
(a)Reimbursement. If the LC Issuer shall make any LC Disbursement in
respect of the Letter of Credit the relevant Subsidiary Account Party shall reimburse the LC
Issuer in respect of any such LC Disbursement by paying to the LC Issuer an amount equal to
such LC Disbursement not later than 5:00 p.m., New York City time, on the Business Day
immediately following the day that the Guarantor on behalf of the relevant Subsidiary Account
Party receives notice of such LC Disbursement.
(b)Reimbursement Obligations Absolute. The obligations of the Subsidiary
Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the
Guarantor under the Guarantee Agreement shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of the
Letter of Credit, or any term or provision therein, (ii) any draft or other document presented
under the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment under the Letter of
Credit against presentation of a draft or other document that does not comply with the terms of
the Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any
Subsidiary Account Party, the time for any performance of or compliance with any of such
reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived,
extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account
Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee of
any of such reimbursement obligations or any security therefor shall be released, substituted or
exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to,
or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be
perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings of the type
described in Section 6.01(g) or (h) with respect to any other Subsidiary Account Party or party
23
thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of
any of such reimbursement obligations against any other Subsidiary Account Party or party
thereto of any of such reimbursement obligations, or (x) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or
any Subsidiary Account Party hereunder.
Neither the LC Issuer nor any of its Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance of the Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to the
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond their control;
provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any
Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and
punitive damages, claims in respect of which are hereby waived by the Obligors to the extent
permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence
or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an
LC Disbursement in respect of any drawing properly made under the Letter of Credit as provided
in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a
final and non-appealable judgment by a court of competent jurisdiction. The parties hereto
expressly agree that:
(i)the LC Issuer may accept documents that appear on their face to
be in substantial compliance with the terms of the Letter of Credit without
responsibility for further investigation, regardless of any notice or information to the
contrary, and may make payment upon presentation of documents that appear on their
face to be in substantial compliance with the terms of the Letter of Credit;
(ii)the LC Issuer shall have the right, in its sole discretion, to decline
to accept such documents and to make such payment if such documents are not in
strict compliance with the terms of the Letter of Credit; and
(iii)this sentence shall establish the standard of care to be exercised
by the LC Issuer when determining whether drafts and other documents presented
under the Letter of Credit comply with the terms thereof (and the parties hereto hereby
waive, to the extent permitted by applicable law, any standard of care inconsistent with
the foregoing).
(c)Disbursement Procedures. The LC Issuer shall, within a reasonable time
following its receipt thereof, examine all documents purporting to represent a demand for
payment under the Letter of Credit. The LC Issuer shall promptly after such examination notify
the Guarantor (who shall notify the relevant Subsidiary Account Party) by telephone (confirmed
by telecopy) of such demand for payment; provided, however, the failure to provide such notice
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shall not create any liability for the LC Issuer or in any way limit or diminish the obligations of
the Obligors under the Credit Documents. With respect to any drawing properly made under any
the Letter of Credit the LC Issuer will make an LC Disbursement in respect of the Letter of
Credit in accordance with its liability under the Letter of Credit and this Agreement.  The LC
Issuer will make any such LC Disbursement available to the beneficiary of the Letter of Credit
by promptly crediting the amount of the LC Disbursement to the account identified by such
beneficiary in connection with such demand for payment. Promptly following any LC
Disbursement by LC Issuer in respect of any the Letter of Credit, the LC Issuer will notify the
Guarantor (who shall notify the relevant Subsidiary Account Party) of such LC Disbursement;
provided that any failure to give or delay in giving such notice shall not relieve the relevant
Subsidiary Account Party of its obligation to reimburse the LC Issuer with respect to any such
LC Disbursement, the Guarantor of its guarantee pursuant to the Guarantee Agreement, or any of
the relevant Subsidiary Account Party’s or the Guarantor’s obligations hereunder.
(d)Interim Interest. If any LC Disbursement is made, then, unless such LC
Disbursement has been reimbursed in full in cash on the date such LC Disbursement is made
(without regard for when notice thereof is given), the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to but excluding the
date that the relevant Subsidiary Account Party reimburses such LC Disbursement, at the rate per
annum equal to the Alternate Base Rate plus 1.00%.
(e)Provision of Cover. In the event the Guarantor or the Subsidiary Account
Parties shall have provided (or be required to provide) cash collateral for the outstanding Letter
of Credit pursuant to Section 2.01(d), Section 6.01 or in connection with a Sell-Down Event, the
LC Issuer will establish a separate cash collateral account (the “Collateral Account”), which may
be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code as in
effect in New York (the “NY UCC”)), in the name and under the sole dominion and control of
the LC Issuer (and, in the case of a securities account, in respect of which the LC Issuer is the
“entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC)) into which there shall
be deposited from time to time such amounts paid to the LC Issuer as cash collateral for the
applicable LC Exposure. As collateral security for the prompt payment in full in cash when due
of the Obligations and all reimbursement obligations in respect of LC Disbursements, all interest
thereon, and all other obligations of the Obligors under the Credit Documents whether or not
then outstanding or due and payable (such obligations being herein collectively called the
“Secured Obligations”), each Obligor hereby pledges and grants to the LC Issuer, for the benefit
of the LC Issuer as provided herein, a security interest in all of its right, title and interest in and
to the Collateral Account and the balances from time to time in the Collateral Account (including
the investments and reinvestments therein provided for below). The balances from time to time
in the Collateral Account shall not constitute payment of any Secured Obligations until applied
by the LC Issuer as provided herein. Anything in this Agreement to the contrary notwithstanding,
funds held in the Collateral Account shall be subject to withdrawal only as provided in this
Section 2.02(e). Amounts on deposit in the Collateral Account may be held uninvested or be
invested and reinvested by the LC Issuer in such short-term investments as the LC Issuer shall
determine in its sole discretion. All such investments and reinvestments shall be held in the name
and be under the sole dominion and control of the LC Issuer and shall be credited to the
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Collateral Account. At any time, and from time to time, while an Event of Default has occurred
and is continuing, the LC Issuer may liquidate any such investments and reinvestments and credit
the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds
and any other balances in the Collateral Account to the payment of any of the Secured
Obligations due and payable. If at any time (i) no Default has occurred and is continuing and (ii)
all of the Secured Obligations then due have been paid in full in cash but the Letter of Credit
remains outstanding, the LC Issuer shall, from time to time, at the request of the Guarantor,
deliver to the relevant Obligor, against receipt but without any recourse, warranty or
representation whatsoever, such of the balances in the Collateral Account as exceed the
aggregate undrawn face amount of the outstanding Letter of Credit. When all of the Secured
Obligations shall have been paid in full in cash and the Letter of Credit has expired or been
terminated, the LC Issuer shall promptly deliver to the Guarantor, for account of the relevant
Obligor, against receipt but without any recourse, warranty or representation whatsoever, the
balances remaining in the Collateral Account.
SECTION 2.03  Benchmark Replacement. 
(a)Notwithstanding anything to the contrary herein or in any other Credit
Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Credit Document in respect of such Benchmark setting and subsequent Benchmark settings
without any amendment to, or further action or consent of any other party to, this Agreement or
any other Credit Document. 
(b)Notwithstanding anything to the contrary herein or in any other Credit
Document, the LC Issuer will have the right to make Benchmark Replacement Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other
Credit Document, any amendments implementing such Benchmark Replacement Conforming
Changes will become effective without any further action or consent of any other party to this
Agreement or any other Credit Document. 
(c)The LC Issuer will promptly notify the Guarantor of (1) any occurrence of
a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the
effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or
reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-
occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action or any selection, will be conclusive and binding absent manifest error and may be made in
its sole discretion and without consent from any other party to this Agreement or any other
Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
26
(d)Notwithstanding anything to the contrary herein or in any other Credit
Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate)
and either (a) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by the LC Issuer in its reasonable
discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark
is or will be no longer representative, then the LC Issuer may modify the definition of “Interest
Period” (or any similar or analogous definition) for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed
pursuant to clause (i) above either (a) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer,
subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest
Period” (or any similar or analogous definition) for all Benchmark settings at or after such time
to reinstate such previously removed tenor.
(e)Any determination, decision or election that may be made by the LC
Issuer
pursuant to this Section 2.03, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any
decision to take or refrain from taking any action, will be conclusive and binding absent manifest
error and may be made in its sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section 2.03.
(f)The LC Issuer does not warrant or accept any responsibility for, and shall
not have any liability with respect to, the administration of, submission of, calculation of or
availability of or any other matter related to any interest rate used in this Agreement, or with
respect to any alternative or successor rate thereto, or replacement rate thereof, including without
limitation, whether the composition or characteristics of any such alternative, successor or
replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the existing interest rate being replaced or have the same volume or liquidity as did any
interest rate prior to its discontinuance or unavailability. 
SECTION 2.04  Fees. 
(a)[reserved].
(b)The Guarantor agrees to pay or cause each Subsidiary Account Parties to
pay to the LC Issuer for its own account a letter of credit fee with respect to the Letter of Credit
issued for such Subsidiary Account Party’s account, which shall accrue at a rate separately
agreed in writing among the Obligors and the LC Issuer on the average daily aggregate undrawn
amount of the Letter of Credit during the period of time while the Letter of Credit is outstanding. 
Letter of Credit fees accrued through and including each Quarterly Date shall be payable in
arrears on the fifteenth day following such Quarterly Date, commencing on the first Quarterly
27
Date to occur after the Effective Date; provided that all such fees shall be payable on the date on
which the Letter of Credit is terminated.
(c)Each Subsidiary Account Party agrees to pay, on demand, to the LC Issuer
(with respect to the Letter of Credit issued for its account) for its own account, all commissions,
charges, costs and expenses with respect to the issuance, amendment, renewal and extension of
the Letter of Credit and drawings and other transactions relating thereto in amounts reasonably
and customarily charged from time to time in like circumstances by the LC Issuer or, as may be
separately agreed from time to time by the Guarantor and the LC Issuer.
(d)All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the LC Issuer. Fees paid hereunder shall not be refundable under any
circumstances.
SECTION 2.05  [Reserved].
SECTION 2.06  Payments Generally.
(a)The Obligors shall make or cause to be made each payment required to be
made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under
Article VII or otherwise) or under any other Credit Document (except to the extent otherwise
provided therein) not later than 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in
the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII
shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder or under any other Credit Document
shall be made in Dollars.
(b)If at any time insufficient funds are received by and available to the LC
Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of the Letter of
Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay
interest and fees then due hereunder in respect of such Letters of Credit, (ii) second, to pay such
unreimbursed LC Disbursements then due hereunder and (iii) third, to pay all other Secured
Obligations (other than contingent reimbursement or indemnification obligations as to which no
claim has been asserted).
(c)Amounts owed hereunder which are not paid when due shall accrue
interest
at the Default Rate, such interest to be payable upon demand.
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SECTION 2.07  Computation of Interest and Fees.  Interest based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the
actual number of days elapsed (including the first day but excluding the last day). All other
interest and fees shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).
SECTION 2.08  Provisions Relating to NAIC Approved Banks.  The LC Issuer confirms
that it is, as of the date of this Agreement, listed on the NAIC Approved Bank List. 
ARTICLE III CONDITIONS
SECTION 3.01  Each Credit Extension.  The obligation of the LC Issuer to issue, amend,
or extend the Letter of Credit is subject to the satisfaction (or waiver in accordance with Section
8.04) of the following conditions:
(a)the conditions precedent to effectiveness set forth in
Section 3.02 shall have
been satisfied (or waived in accordance with Section 8.04) and the Effective Date shall have
occurred and none of the conditions or circumstances in Section 2.01(f) shall be then occurring; 
(b)[reserved];
(c)in the event of an amendment that results in a reduction of
the face amount
of the Letter of Credit, receipt by the LC issuer of a notice, dated the date thereof and signed by
the beneficiary of the Letter of Credit, specifying such reduction to the face amount of the Letter
of Credit;
(d)receipt by the LC Issuer of a notice of issuance, amendment
or extension,
as the case may be, as required by Section 2.01(b);
(e)immediately before and after issuance, amendment or
extension of the Letter of Credit no Default or Event of Default shall have
occurred and be continuing; and
(f)the representations and warranties (other than, except with
respect to an
extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d)
and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to
the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct
in all material respects on and as of the date of such issuance, amendment or extension of the
Letter of Credit (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).
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Each issuance, amendment or extension of the Letter of Credit hereunder shall be deemed to be a
representation and warranty by the Guarantor on the date of such issuance, amendment or
extension, as the case may be, as to the satisfaction of the conditions specified in clauses (a), (e)
and (f) of this Section 3.01.
SECTION 3.02  Effectiveness.  This Agreement shall become effective on the first date
that all of the following conditions shall have been satisfied (or waived in accordance with
Section 8.04):
(a)receipt by the LC Issuer of counterparts of this Agreement
and the Guarantee Agreement signed by each of the Persons listed on the
signature pages hereto and thereto, as applicable;
(b)receipt by the LC Issuer of an opinion of internal and
external counsel to
the Guarantor addressed to it and dated the Effective Date, covering such matters relating to the
Obligors, this Agreement, the Guarantee Agreement or the transactions contemplated hereby as
the LC Issuer shall reasonably request (and the Guarantor hereby requests such counsel to deliver
such opinions);
(c)receipt by the LC Issuer of a certificate, dated the Effective
Date and signed
by a Financial Officer of the Guarantor, certifying: (i) (x) that the representations and warranties
contained in this Agreement shall be true and correct in all material respects on and as of such
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) and
(y) no Default or Event of Default shall have occurred and be continuing, (ii) as to clause (g) of
this Section 3.02 and (iii) calculations of Adjusted Consolidated Net Worth and Consolidated
Total Indebtedness to Consolidated Total Capitalization calculated as of the last day of the most
recently ended fiscal quarter for which financial statements of the Guarantor are available;
(d)receipt by the LC Issuer of such documents and certificates
as the LC Issuer
may reasonably request relating to the organization, existence and good standing of the Obligors,
the authorization of the transactions contemplated hereby and any other legal matters relating to
each of the Obligors, this Agreement, the Guarantee Agreement or the transaction contemplated
hereby, all in form and substance reasonably satisfactory to the LC Issuer, including a certified
copy of the resolutions (or equivalent approvals) of the Board of Directors (or equivalent
governing body) of each Obligor, in form and substance reasonably satisfactory to the LC Issuer,
authorizing the execution, delivery and performance of this Agreement and other Credit
Documents;
(e)at least five (5) days prior to the Effective Date, (i) receipt
by the LC Issuer
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of all documents, instruments and other information regarding any Obligor as it may reasonably
request in connection with applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act, to the extent requested from the Guarantor at least ten
(10) days prior to the Effective Date and (ii) to the extent that any Obligor qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, the LC Issuer that has requested, in
a written notice to the Guarantor at least ten (10) days prior to the Effective Date, a Beneficial
Ownership Certification in relation to the applicable Obligor shall have such Beneficial
Ownership Certification;
(f)receipt by the LC Issuer of evidence as of the Effective
Date as to payment
of all fees required to be paid, and all expenses required to be paid or reimbursed for which
invoices have been presented (including, without limitation, fees and disbursements of counsel to
the LC Issuer required to be paid as of the Effective Date and invoiced at least three (3) Business
Days prior to the Effective Date) in connection with this Agreement, on or before the Effective
Date; and
(g)there shall not have occurred a material adverse change
since December 31, 2022 in the business, financial condition or operations of the
Guarantor and its Consolidated Subsidiaries, taken as a whole.
The LC Issuer shall promptly notify the Guarantor of the Effective Date, and such notice shall be
conclusive and binding on all parties hereto.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
On the Effective Date and each other date as required by the Credit Documents, the
Guarantor represents and warrants that:
SECTION 4.01  Corporate Existence and Power.  The Guarantor (a) is a corporation duly
incorporated and validly existing under the laws of the State of Delaware, (b) has (i) all corporate
power and authority and (ii) all material governmental licenses, authorizations, consents and
approvals required, in each case, to own or lease its assets and carry on its business as now
conducted and (c) is duly qualified and is licensed and, as applicable, in good standing under the
laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification or license, except in each case referred to in the foregoing
clauses (b)(ii) and (c) to the extent that such failure to do so would not reasonably be expected to
have a Material Adverse Effect.
SECTION 4.02  Corporate and Governmental Authorization; Contravention.  The
execution, delivery and performance by each Obligor of this Agreement and the other Credit
Documents to which it is a party are within such Obligor’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)
31
applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent
documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or
other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or
imposition of any Lien on any asset of any Obligor or any Material Subsidiary, 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.
SECTION 4.03  Binding Effect.  This Agreement and the other Credit Documents to
which it is a party constitute the legal, valid and binding obligations of each of the Obligors, in
each case enforceable in accordance with their respective terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by
general principles of equity.
SECTION 4.04  Financial Information; No Material Adverse Change.
(a)The consolidated balance sheets of the Guarantor and its Consolidated
Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’
equity for the fiscal year ended December 31, 2022, reported on by PricewaterhouseCoopers,
copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally
accepted accounting principles, the consolidated financial position of the Guarantor and its
Consolidated Subsidiaries as of such date and their consolidated results of operations and
changes in financial position for the period covered by such financial statements. 
(b)The audited consolidated balance sheets of the Guarantor and its
Consolidated Subsidiaries as of September 30, 2023 and the related unaudited consolidated
statements of income, cash flows and shareholders’ net investment for the period then ended,
copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally
accepted accounting principles applied on a basis consistent with the financial statements
referred to in subsection (a) of this Section 4.04, the consolidated financial position of the
Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of
operations and changes in financial position for such period (subject to normal year-end
adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). 
(c)A copy of a duly completed and signed annual Statutory Statement or
other
similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary
Account Party (other than EQ AZ) in the form filed with the governmental body, agency or
official which regulates insurance companies in the jurisdiction in which such Insurance
Subsidiary is domiciled for the year ended December 31, 2022 has been delivered to the LC
Issuer and fairly presents, in accordance with statutory accounting principles, the information
contained therein.
(d)Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended
December 31, 2022, since December 31, 2022, there has been no material adverse change in the
32
business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries,
considered as a whole. 
SECTION 4.05  Litigation.  Except as set forth in the sections entitled “Legal
Proceedings” of the Guarantor’s Form 10-K for the fiscal year ended December 31, 2022 or
Form 10-Q for the quarter ended September 30, 2023, there is no action, suit or proceeding
pending, or to the knowledge of the Guarantor threatened, against any of the Obligors or any of
the Guarantor’s Material Subsidiaries before any court or arbitrator or any governmental body,
agency or official (a) which has or would be reasonably expected to have a Material Adverse
Effect or (b) which in any manner draws into question the validity or enforceability of this
Agreement or any other Credit Document. The Guarantor has reasonably concluded that its, its
Material Subsidiaries’ and the Subsidiary Account Parties’ compliance with Environmental Laws
is unlikely to result in a Material Adverse Effect.
SECTION 4.06  Compliance with ERISA.  Except as would not reasonably be expected
to result in a Material Adverse Effect, each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with respect to each
Plan and is in compliance in all material respects with the presently applicable provisions of
ERISA and the Code with respect to each Plan.  Except as would not reasonably be expected to
result in a Material Adverse Effect, no member of the ERISA Group has (i) sought a waiver of
the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to
make any required contribution or payment to any Plan or Multiemployer Plan or in respect of
any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which
has resulted or could result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Code (other than a bond or other security required in connection with the
creation and adoption of a pension plan for the Guarantor) or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA.
SECTION 4.07  Taxes.  The Guarantor and its Subsidiaries have filed all income tax
returns and all other material tax returns which are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by the Guarantor or
any Subsidiary, except for any such taxes that are being contested in good faith by appropriate
proceedings and for which adequate reserves have been made (or the Guarantor or such
Subsidiary has determined in its reasonable discretion that no reserve is required), or except in
each case to the extent that the failure to do so would not reasonably be expected to have a
Material Adverse Effect.
SECTION 4.08  Subsidiaries.  Each of the Guarantor’s Material Subsidiaries and each
Subsidiary Account Party (a) is a corporation or limited liability company that is duly
incorporated or organized, validly existing and (except where such concept is not applicable) in
good standing under the laws of its jurisdiction of incorporation or formation, (b) has all
corporate or limited liability power (as applicable) and authority and all material governmental
licenses, authorizations, consents and approvals, in each case, required to own or lease its assets
and carry on its business as now conducted and (c) is duly qualified and is licensed and, as
applicable, in good standing under the laws of each jurisdiction where its ownership, lease or
33
operation of properties or the conduct of its business requires such qualification or license, except
in each case referred to in the foregoing clauses (b) and (c) to the extent that such failure to do so
would not reasonably be expected to have a Material Adverse Effect.
SECTION 4.09  Not an Investment Company.  None of the Obligors or the Material
Subsidiaries is an “investment company” within the meaning of the Investment Company Act of
1940, as amended.
SECTION 4.10  Obligations to be Pari Passu.  The obligations of each Obligor under this
Agreement and each other Credit Document to which it is a party rank pari passu as to priority of
payment and in all other respects with all other material unsecured and unsubordinated Debt of
such Obligor, with the exception of those obligations that are mandatorily preferred by law and
not by contract.
SECTION 4.11  No Default.  No event has occurred and is continuing which constitutes,
or which, with the passage of time or the giving of notice or both, would constitute, a default
under or in respect of any material agreement, instrument or undertaking to which any Obligor or
any Material Subsidiary is a party or by which any Obligor or any Material Subsidiary or any of
their respective assets is bound, unless such default would not have or be reasonably expected to
have a Material Adverse Effect.
SECTION 4.12  Material Subsidiaries and Subsidiary Account Parties.  Set forth as
Schedule I hereto is a true, correct and complete list of each Material Subsidiary and Subsidiary
Account Party, in each case designated as such, as of the date hereof.
SECTION 4.13  Full Disclosure.  None of the reports, financial statements, certificates or
other written information furnished by or on the behalf of the Guarantor to the LC Issuer in
connection with the negotiation of this Agreement and the other Credit Documents or delivered
hereunder or thereunder (as modified or supplemented by other information so furnished),
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading
as of the date made; provided that, (i) with respect to projected or pro forma financial
information, the Guarantor represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time furnished (it being understood that
such projections and forecasts are subject to uncertainties and contingencies and no assurances
can be given that such projections or forecasts will be realized) and (ii) with respect to
statements, information and reports derived from Persons unaffiliated with the Guarantor, the
Guarantor represents that it has no knowledge of any material misstatement therein. If applicable,
as of the Effective Date, to the best knowledge of the Guarantor, the information included in any
Beneficial Ownership Certification provided on or prior to the Effective Date to the LC Issuer in
connection with this Agreement is true and correct in all respects.
SECTION 4.14  Hybrid Instruments. Set forth as Schedule II hereto is a true, correct and
complete list of each Hybrid Instrument of the Guarantor and its Consolidated Subsidiaries
outstanding as of the date hereof, specifying in each case the equity credit treatment given to
each such Hybrid Instrument by S&P and/or Moody’s as of the Effective Date.
34
SECTION 4.15  Margin Regulations.  The Letter of Credit will not be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the
FRB, including Regulations T, U and X. After the issuance of the Letter of Credit hereunder, not
more than 25% of the value (as determined by any reasonable method) of the assets of any of the
Obligors is represented by Margin Stock.
SECTION 4.16  Sanctioned Persons; Anti-Corruption Laws; Patriot Act.  None of the
Guarantor or any of its Subsidiaries or, to the knowledge of the Guarantor, any of their respective
directors, officers, employees or agents is the target of any sanctions or economic embargoes
administered or enforced by the U.S. Department of State, the Office of Foreign Assets Control
of the U.S. Department of Treasury, the European Union, France or His Majesty’s Treasury of
the United Kingdom, in each case, to the extent applicable (collectively, “Sanctions”, and the
associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the
Guarantor and its Subsidiaries and their respective directors, officers and, to the knowledge of
the Guarantor, employees and agents is in compliance, in all material respects, with (i) all
Sanctions Laws, (ii) the United States Foreign Corrupt Practices Act of 1977, as amended, and
any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders
(collectively, “AntiCorruption Laws”) and (iii) applicable provisions of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “Patriot Act”) and any other
applicable terrorism and money laundering laws, rules, regulations and orders (collectively,
“Anti-Money Laundering Laws”), except in each case to the extent that such non-compliance
therewith would not reasonably be expected to have a Material Adverse Effect or reasonably be
expected to result in the LC Issuer violating any such Sanctions Laws, Anti-Corruption Laws or
Anti-Money Laundering Laws.  No part of the Letter of Credit will be used by any Obligor,
directly or knowingly indirectly, (A) for the purpose of funding, financing or facilitating any
activities or business of or with, or making any payments to, any Person or in any country or
territory that, at the time of such funding, financing or facilitating, is the target of Sanction Laws
in violation of applicable Sanctions Laws or (B) for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of any Anti-Corruption Law.
SECTION 4.17  EEA Financial Institutions.  No Obligor is an EEA Financial Institution.
ARTICLE V COVENANTS
Until the Letter of Credit shall have expired or terminated or been cash collateralized to
the satisfaction of the LC Issuer and all Secured Obligations shall have been paid in full in cash
(other than contingent reimbursement or indemnification obligations as to which no claim has
been asserted), the Guarantor agrees that:
SECTION 5.01  Information. 
The Guarantor will deliver to each of the LC Issuer:
(a)on or before the date on which such financial statements are required to be
35
filed with the SEC (or, if the Guarantor is not required to file such financial statements with the
SEC, no later than 90 days after the end of each fiscal year of the Guarantor), the consolidated
balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income, cash flows and shareholders’ equity for such
fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on in a manner acceptable to the SEC by PricewaterhouseCoopers LLP or other
independent public accountants of nationally recognized standing;
(b)on or before the date on which such financial statements are required to be
filed with the SEC (or, if the Guarantor is not required to file such financial statements with the
SEC, 45 days after the end of each of the first three (3) quarters of each fiscal year of the
Guarantor), the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as
of the end of each quarter and the related consolidated statements of income, cash flows and
shareholders’ equity for such quarter and for the portion of the Guarantor’s fiscal year ended at
the end of such quarter, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Guarantor’s previous fiscal year, all
certified (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X,
the absence of footnotes) as to fairness of presentation, generally accepted accounting principles
and consistency with the most recent audited consolidated financial statements of the Guarantor
and its Consolidated Subsidiaries delivered to the LC Issuer (except for changes concurred in by
the Guarantor’s independent public accountants) by a Financial Officer;
(c)(I) substantially concurrently with the delivery of each set of financial
statements referred to in clauses (a) and (b) above a certificate of a Financial Officer of the
Guarantor (i) setting forth in reasonable detail the calculations required to establish whether the
Guarantor was in compliance with the requirements of Section 5.07 on the date of such financial
statements, (ii) stating that such Financial Officer, as the case may be, has no knowledge of any
Default existing on the date of such certificate or, if such Financial Officer has knowledge of the
existence on such date of any Default, setting forth the details thereof and the action which the
Guarantor is taking or proposes to take with respect thereto, and (iii) a reconciliation to such
financial statements of any inclusions to, or exclusions from, the calculations of Adjusted
Consolidated Net Worth, Consolidated Total Indebtedness and Consolidated Total
Capitalization, and (II) simultaneously with the delivery of each set of financial statements
referred to in clause (a) and (b) above a certificate of a Financial Officer of the Guarantor
specifying any changes to the list of Material Subsidiaries as of the last day of the fiscal period to
which such financial statements relate;
(d)within ten (10) days after the required date for filing with such
governmental body, agency or official (after giving effect to any extensions granted by such
governmental body, agency or official), a copy of a duly completed and signed annual Statutory
Statement (or any successor form thereto) required to be filed by each Insurance Subsidiary that
is a Material Subsidiary or a Subsidiary Account Party with the governmental body, agency or
official which regulates insurance companies in the jurisdiction in which such Insurance
Subsidiary is domiciled, in the form submitted to such governmental body, agency or official;
36
(e)within ten (10) days after the required date for filing with such
governmental body, agency or official (after giving effect to any extensions granted by such
governmental body, agency or official), a copy of a duly completed and signed quarterly
Statutory Statement (or any successor form thereto) required to be filed by each Insurance
Subsidiary that is a Material Subsidiary or a Subsidiary Account Party with the governmental
body, agency or official which regulates insurance companies in the jurisdiction in which such
Insurance Subsidiary is domiciled, in the form submitted to such governmental body, agency or
official (it being understood and agreed that the Obligors shall have no obligation to deliver
quarterly Statutory Statements if the filing of quarterly Statutory Statements is not required by
the applicable government agency, body or official);
(f)within five (5) Business Days of any Financial Officer of the Guarantor
learning of the occurrence of any Default, a certificate of a Financial Officer of the Guarantor
setting forth the details thereof and the action which the Guarantor is taking or proposes to take
with respect thereto;
(g)promptly upon the filing thereof, copies of all registration statements
(other
than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Guarantor shall have filed
with the SEC;
(h)promptly after Moody’s or S&P shall have announced a change in the
rating
established or deemed to have been established for the Index Debt, written notice of such rating
change; 
(i)except to the extent prohibited by applicable law, regulatory policy, or
regulatory restriction (as determined in the reasonable good faith judgment of the Guarantor),
from time to time such additional information regarding the financial position or business of the
Guarantor as the LC Issuer may reasonably request; provided that neither the Guarantor nor any
of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its
Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof
would impair such privilege or (iii) information subject to confidentiality obligations to third
parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in
breach of such obligations; 
(j)promptly following any reasonable request therefor, information necessary
for the LC Issuer to comply with applicable “know your customer” and anti-money laundering
rules and regulations including the Patriot Act and, to the extent the Guarantor qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership
Regulation, in each case, as the LC Issuer may reasonably request; and
(k)concurrent with or prior to the delivery of the certificate delivered
pursuant
37
to Section (c)(I) for the next fiscal quarter ended after the date of the Reinsurance Transaction,
written documentation that details the cumulative impact on the consolidated shareholders’
equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries
as of such date from the effect on Accumulated Other Comprehensive Income resulting from the
asset transfers completed at the closing of the Reinsurance Transaction.
Documents required to be delivered pursuant to Section 5.01 (a), (b), (d), (e), (g) or (k)
may be delivered electronically on the following Internet websites: (a) the Guarantor’s website at
an address to be designated in writing to the LC Issuer, (b) with respect to Section 5.01(a), (b),
(g) or (k) the SEC’s website www.sec.gov (to the extent that any such documents are included in
materials otherwise filed with the SEC) or (c) such other third party website that shall have been
identified by the Guarantor in a notice to the LC Issuer and that is accessible by the LC Issuer
without charge, and in each case if so delivered shall be deemed to have been delivered on the
date such materials are publicly available; provided that (i) the Guarantor shall deliver electronic
copies of such information to the LC Issuer promptly upon the request of the LC Issuer and (ii)
the Guarantor shall have notified the LC Issuer of the posting of such documents delivered
pursuant to Section 5.01(a), (b), (d) and (e).
SECTION 5.02  Payment of Obligations.  Each Obligor will pay and discharge, and the
Guarantor will cause each Material Subsidiary to pay and discharge, at or before maturity, all
their respective material obligations and liabilities, including, without limitation, tax liabilities,
that if not paid, would reasonably be expected to result in a Material Adverse Effect, except
where (a) the same may be contested in good faith by appropriate proceedings, (b) such Obligor
or such Material Subsidiary has set aside, in accordance with generally accepted accounting
principles, appropriate reserves for the accrual of any of the same and (c) the failure to make
payment pending such contest would not reasonably be expected to result in a Material Adverse
Effect; provided that, for avoidance of doubt, solely with respect to tax liabilities, an obligation
shall be considered to be delinquent or in default for purposes of this Section only if there has
first been notice and demand therefore (as defined in Section 6306 of the Code and similar
provisions of applicable law) by a tax authority.
SECTION 5.03  Conduct of Business and Maintenance of Existence.  The Guarantor will
continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to
engage in the business of insurance and/or investment management or businesses incidental,
related or complementary thereto and will preserve, renew and keep in full force and effect, and
will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in
full force and effect (a) their respective corporate existence and (b) their respective rights,
privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of
which would not reasonably be expected to result in a Material Adverse Effect; except that if at
the time thereof and immediately after giving effect thereto no Default has occurred and is
continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor
shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge
with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account
Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is
not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or
38
caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii)
any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise
dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account
Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with
another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the
Guarantor may liquidate or dissolve any Subsidiary (other than the Subsidiary Account Party) if
(i) the board of directors of the Guarantor determines in good faith that such liquidation or
dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, and (ii)
the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the
liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in
the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account
Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or
the Guarantor.
SECTION 5.04  Maintenance of Property; Insurance.
(a)The Guarantor will keep, and will cause each Material Subsidiary and
Subsidiary Account Party to keep, all property useful and necessary in its business in good
working order and condition, except, in each case, to the extent that failure to do so would not be
reasonably expected to result in a Material Adverse Effect.
(b)The Guarantor will maintain, and will cause each Material Subsidiary and
Subsidiary Account Party to maintain (either in the name of the Guarantor or in such
Subsidiary’s own name) with financially sound and responsible insurance companies, insurance
on all their respective properties and against at least such risks, in each case as is consistent with
sound business practice for companies in substantially the same industry as the Guarantor and its
Material Subsidiaries and Subsidiary Account Parties; and the Guarantor will furnish to the LC
Issuer, upon request, information presented in reasonable detail as to the insurance so carried.
SECTION 5.05  Compliance with Laws.  The Guarantor will comply, and will cause each
Subsidiary to comply, in all material respects, with all applicable laws, ordinances, rules,
regulations and requirements of governmental bodies, agencies and officials (including, without
limitation, Sanctions Laws, Anti-Corruption Laws, Anti-Money-Laundering Laws,
Environmental Laws and ERISA and the rules and regulations thereunder) except (i) where the
necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii)
where such noncompliance therewith would not (A) reasonably be expected to have a Material
Adverse Effect and (B) in the case of the laws, rules, regulations and orders referred to in Section
4.16, reasonably be expected to result in the LC Issuer violating such laws, rules, regulations or
orders.
SECTION 5.06  Inspection of Property, Books and Records.  The Guarantor will keep,
and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of
record and account in which entries that are full, true and correct in all material respects shall be
made of all dealings and transactions in relation to its business and activities; and, subject in all
cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary
Account Party to permit, representatives of the LC Issuer to visit and inspect any of their
39
respective properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with their respective
officers, employees, actuaries and independent public accountants, all upon reasonable notice, at
such reasonable times during ordinary business hours; provided that such inspections shall be
limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred
and be continuing, in which case such inspection rights may be exercised as often as the LC
Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor
nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or
its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure
thereof would impair such privilege or (iii) information subject to confidentiality obligations to
third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in
breach of such obligations.
SECTION 5.07  Financial Covenants.
(a)Minimum Adjusted Consolidated Net Worth.  From and after the
Amendment No. 1 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) $6,804,200,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity
Issuances by the Guarantor and its Subsidiaries after March 31, 2025; provided, that if the
Reinsurance Transaction is consummated within one (1) year after the Amendment No. 1
Effective Date (the date on which such transaction has been consummated, the “Reset Event”),
the foregoing amount shall from and after such Reset Event be equal to the sum of (x) a fixed
dollar amount equal to 65% of the actual Adjusted Consolidated Net Worth as of the end of the
fiscal quarter in which the Reset Event occurred plus (y) 50% of the aggregate amount of the Net
Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after the end of such fiscal
quarter.
(b)Total Indebtedness to Total Capitalization Ratio.  From and after the
Amendment No. 1 Effective Date, the Guarantor will not permit the ratio of (a) Consolidated
Total Indebtedness to (b) Consolidated Total Capitalization to exceed 0.40 to 1.00, calculated as
of the last day of each fiscal quarter.
SECTION 5.08  Negative Pledge.  The Guarantor will not, and will not permit any
Subsidiary to, create or suffer to exist any Lien upon any present or future Capital Stock or any
other Ownership Interests (as defined below) of any of its Material Subsidiaries (other than any
Subsidiary established primarily for the purpose of reinsuring liabilities associated with the level
premium term business, the universal life business with secondary guarantees or variable
annuities of the Guarantor or any Insurance Subsidiary).  As used herein “Ownership Interests”
means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt
securities of such Person that can be converted or exchanged for Capital Stock of such Person,
whether voting or nonvoting, and whether or not such Capital Stock or debt securities are
outstanding on any date of determination.
SECTION 5.09  Consolidations, Mergers, Divisions, and Sales of Assets.  No Obligor
will (i) consolidate or merge with or into any other Person, or consummate a Division as the
40
Dividing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially
all of the assets of the Guarantor and its Subsidiaries, taken as a whole, to any other Person;
provided that the Guarantor or any Subsidiary Account Party may merge or consolidate with
another Person if (x) the Guarantor or such Subsidiary Account Party, as applicable, is the
corporation surviving such merger or consolidation or, in the case of a merger or consolidation
by a Subsidiary Account Party with and into another Person where such other Person is the
surviving entity, such Person meets the requirements for a Subsidiary Account Party set out in
Section 8.11 and is or becomes a Subsidiary Account Party pursuant to Section 8.11 and (y)
immediately after giving effect to such merger or consolidation, no Default shall have occurred
and be continuing.
SECTION 5.10  Use of Credit. The Letter of Credit shall be used only to support
reinsurance among the Guarantor and its Subsidiaries.  The Letter of Credit will not be used,
whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of
the FRB, including Regulations T, U and X. 
SECTION 5.11  Obligations to be Pari Passu.  The obligations of each Obligor under this
Agreement and the other Credit Documents to which it is a party will rank at all times pari passu
as to priority of payment and in all other respects with all other material unsecured and
unsubordinated Debt of the such Obligor, with the exception of those obligations that are
mandatorily preferred by law and not by contract.
SECTION 5.12  Certain Debt.  The Guarantor will not at any time permit the sum of (i)
Non-Operating Indebtedness of the Guarantor that is secured by a Lien on any property or assets
of the Guarantor and its Subsidiaries and (ii) Non-Operating Indebtedness of the Subsidiaries of
the Guarantor to exceed $500,000,000, except (a) Debt set forth in Schedule III hereto, (b) Debt
of any Subsidiary of the Guarantor owing to the Guarantor or another Subsidiary of the
Guarantor and (c) additional Debt not permitted by the immediately preceding clauses (ii)(a) or
(b) consisting of surplus notes issued by Subsidiaries of the Guarantor that are operating
Insurance Subsidiaries in an aggregate amount of up to $1,000,000,000 outstanding at any time.
ARTICLE VI DEFAULTS
SECTION 6.01  Events of Default.  If one or more of the following events (“Events of
Default”) shall have occurred:
(a)(i) any Obligor shall fail to pay when due any reimbursement obligation in
respect of an LC Disbursement or (ii) any Obligor shall fail to pay when due any interest on any
LC Disbursement or any fees or any other amounts payable hereunder and such failure under this
clause (ii) shall continue for five Business Days;
(b)any Obligor shall fail to observe or perform any covenant contained in
Sections 5.01(f), 5.03(a), 5.07 through 5.12, inclusive, or its obligation to provide cash collateral
pursuant to the last sentence of Section 2.01(d);
(c)any Obligor shall fail to observe or perform any covenant or agreement
41
contained in this Agreement or the other Credit Documents (other than those covered by clause
(a) or (b) above) for 30 days after written notice thereof has been given to the Guarantor by the
LC Issuer;
(d)any representation, warranty, certification or statement made by any
Obligor in this Agreement, any other Credit Document or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have been incorrect (or
incorrect in any material respect if such representation or warranty is not qualified by materiality
or Material Adverse Effect) when made (or deemed made);
(e)any Obligor or any Material Subsidiary shall (i) fail to make any payment
in respect of any Debt (other than extensions of credit hereunder) having a principal amount then
outstanding of not less than $200,000,000 when due, and such failure shall continue beyond any
applicable grace period or (ii) fail to make any payment in respect of any Derivative Financial
Product when due, and such failure shall continue beyond any applicable grace period (and for
this clause (ii) excluding, for the avoidance of doubt, any amount the payment of which is being
disputed in good faith in accordance with the dispute resolution procedures provided for in the
contract governing such Derivative Financial Product), the non-payment of which would give
rise to any Obligor or Material Subsidiary owing Material Unpaid Derivative Product
Indebtedness in an aggregate principal amount exceeding $200,000,000, in the case of each of
clauses (i) and (ii), except where such non-payment has been cured or waived prior to the
exercise of any remedies under this Article VI;
(f)any event or condition shall occur which results in the acceleration of the
maturity of any Debt (other than extensions of credit hereunder) having a principal or face
amount then outstanding of not less than $200,000,000 of any Obligor or any Material
Subsidiary, or an early termination event shall arise with respect to any Derivative Financial
Product that creates, after taking into account the effect of any legally enforceable netting
agreement relating to such Derivative Financial Product, a Material Unpaid Derivative Product
Indebtedness in an aggregate principal amount exceeding $200,000,000;
(g)any Obligor or any Material Subsidiary shall commence a voluntary case
or
other proceeding seeking rehabilitation, dissolution, conservation, liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
rehabilitator, dissolver, conservator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced against it, or shall
make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as
they become due, or shall take any corporate action to authorize any of the foregoing;
(h)an involuntary case or other proceeding shall be commenced against any
Obligor or any Material Subsidiary seeking rehabilitation, dissolution, conservation, liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or
42
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, rehabilitator, dissolver, conservator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against
any Obligor or any such Material Subsidiary under the federal bankruptcy laws as now or
hereafter in effect; or any governmental body, agency or official shall apply for, or commence a
case or other proceeding to seek, an order for the rehabilitation, conservation, dissolution or other
liquidation of any Obligor or any Material Subsidiary or of the assets or any substantial part
thereof of any Obligor and any Material Subsidiary or any other similar remedy;
(i)any of the following events or conditions shall occur, which, in the
aggregate, would reasonably be expected to involve possible taxes, penalties and other liabilities
in an aggregate amount that results in a Material Adverse Effect: (i) any member of the ERISA
Group shall fail to pay when due any amount or amounts which it shall have become liable to
pay under Title IV of ERISA; (ii) notice of intent to terminate a Plan shall be filed under Title IV
of ERISA by any member of the ERISA Group, any plan administrator or any combination of the
foregoing; (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to
cause a trustee to be appointed to administer, any Plan; (iv) a condition shall exist by reason of
which the PBGC would reasonably be expected to obtain a decree adjudicating that any Plan
must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default,
within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans;
(j)a judgment or order for the payment of money in excess of $200,000,000
(after (without duplication) the actual amounts of insurance recoveries, offsets and contributions
received and amounts thereof not yet received but which the insurer thereon has acknowledged in
writing its obligation to pay) shall be rendered against any Obligor or a Material Subsidiary and
such judgment or order shall continue unsatisfied and unstayed for a period of 60 days after entry
of such judgment (and, for purposes of this clause, a judgment shall be stayed if, among other
things, an appeal is timely filed and such judgment cannot be enforced);
(k)a Change of Control shall have occurred; or
(l)at any time after the execution and delivery thereof: (i) this Agreement or
any Credit Document ceases to be in full force and effect (other than by reason of the payment in
full in cash of the Secured Obligations (other than contingent reimbursement or indemnification
obligations as to which no claim has been asserted) in accordance with the terms hereof
(including, without limitation, the termination of the Letter of Credit)) or shall be declared null
and void, for any reason other than the failure of the LC Issuer to take any action within its
control; or (ii) any Obligor shall contest the validity or enforceability of any Credit Document in
writing or deny in writing that it has any further liability, including with respect to future
advances by the LC Issuer, under any Credit Document to which it is a party,
then, and in every such event, and at any time thereafter during the continuance of
43
such event, the LC Issuer may, by notice to the Guarantor take any or all of the following actions,
at the same or different times: (i) [reserved], (ii) declare all accrued interest, fees and other
obligations of the Obligors to be due and payable, and thereupon the accrued interest and all fees
and other obligations of the Guarantor accrued hereunder shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Guarantor, (iii) demand cash collateral from the relevant Obligors in
immediately available funds in an amount equal to the then aggregate undrawn amount of the
Letter of Credit pursuant to Section 2.02(e) and (iv) enforce any remedies in respect of assets
subject to a security interest in favor of the LC Issuer, including applying any cash collateral to
repay any outstanding Obligations; provided that, in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to the Guarantor, without any notice to the
Guarantor or any other act by the LC Issuer, any accrued interest and all fees and other
obligations of the Guarantor accrued hereunder, and the obligations to provide cash collateral
under clause (iii) above, shall automatically become due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby waived by the Guarantor. 
ARTICLE VII CHANGE IN CIRCUMSTANCES
SECTION 7.01  Increased Cost and Reduced Return.
(a)Except with respect to the taxes which are governed solely by Section
7.02,
if on or after the date hereof, in the case of the Letter of Credit or any obligation to issue, renew
or extend the Letter of Credit, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its
Applicable Lending Office) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance
assessment or similar requirement against assets of, deposits with or for the account of, or credit
extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or
its Applicable Lending Office) or its obligation to issue the Letter of Credit, the outstanding
Letter of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC
Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters
of credit, commitments or other obligations and the result of any of the foregoing is to increase
the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining
the Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer
(or its Applicable Lending Office) under this Agreement or under other Credit Document with
respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after
demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or
amounts as will compensate the LC Issuer for such increased cost or reduction.
44
(b)If the LC Issuer shall have determined that, after the Effective Date
(subject
to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or
liquidity requirements, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy or liquidity
requirements (whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on capital of the
LC Issuer (or its Parent) as a consequence of the LC Issuer’s obligations hereunder to a level
below that which the LC Issuer (or its Parent) could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with respect to capital
adequacy and liquidity) by an amount deemed by the LC Issuer to be material, then from time to
time, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer
such additional amount or amounts as will compensate the LC Issuer (or its Parent) for such
reduction.  Notwithstanding anything to the contrary in this Section 7.01, the Guarantor shall not
be required to compensate the LC Issuer pursuant to Section 7.01(a) or (b) for any amounts
incurred more than 270 days prior to the date that the LC Issuer notifies the Guarantor of the LC
Issuer’s intention to claim compensation therefor, to the extent the LC Issuer had knowledge of
the circumstances giving rise to such claim for compensation and its effects on the rate of return
on capital in respect of this facility prior to such 270 day period; provided that, if the change in
law giving rise to any such increased cost or reductions is retroactive, then the 270 day period
referred to above shall be extended to include the period of retroactive effect thereof.
(c)The LC Issuer will promptly notify the Guarantor of any event of which it
has knowledge, occurring after the date hereof, which will entitle the LC Issuer to compensation
pursuant to this Section 7.01; provided, however, subject to the final sentence of Section 7.01(b),
the failure to provide such notice shall not create any liability for the LC Issuer hereunder nor
shall it in any way limit the obligations of the Obligors hereunder. A certificate of the LC Issuer
claiming compensation under this Section 7.01 and setting forth the additional amount or
amounts to be paid to it hereunder and, in reasonable detail, the LC Issuer’s computation of such
amount or amounts, shall be conclusive in the absence of manifest error. In determining such
amount, the LC Issuer may use any reasonable averaging and attribution methods.
(d)Notwithstanding anything herein to the contrary, for purposes of this
Section 7.01, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the LC Issuer for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to have gone into effect after the Effective Date, regardless of the date
enacted, adopted or issued; provided that the LC Issuer shall not demand compensation pursuant
to this Section 7.01 as a result of increased cost or reduced return resulting from Basel III or the
Dodd-Frank Wall Street Reform and Consumer Protection Act if it shall not at the time be the
general policy or practice of the LC Issuer to demand such compensation from similarly situated
45
borrowers (to the extent that, with respect to such increased cost or reduced return, the LC Issuer
has the right to do so under its credit facilities with similarly situated borrowers).
SECTION 7.02  Taxes. 
(a)For purposes of this Section 7.02, the following terms have the following
meanings:
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version of such sections that are substantively
comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of
the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement, treaty or convention among governmental authorities and
implementing such Sections of the Code.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or
with respect to any payment by the Guarantor pursuant to this Agreement or any other Credit
Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Other Taxes” means any present or future stamp or documentary taxes and any
other excise, intangible, recording, filing or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or any other Credit Document or from
the execution, delivery, registration or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document, but excluding any such taxes described in clause (ii)
of the definition of Excluded Taxes imposed with respect to an assignment.
“Taxes” means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings of any nature with respect to any payment by the Guarantor
pursuant to this Agreement or any other Credit Document, and all liabilities with respect thereto,
but excluding, in the case of the LC Issuer, (i) taxes imposed on its net income (however
denominated), and franchise, branch profits or similar taxes imposed on it, by a jurisdiction
under the laws of which the LC Issuer is organized or in which its principal executive office is
located or, in the case of the LC Issuer, in which its Applicable Lending Office is located, (ii)
taxes imposed on or measured by its overall net income (however denominated), or any similar
taxes imposed on it by reason of any present or former connection between such recipient and the
jurisdiction (or any political subdivision thereof) imposing such taxes, other than connections
arising solely as a result of the recipient’s execution and delivery of this Agreement, the making
of any extension of credit or receipt of payments hereunder or the performance of any action
provided for hereunder, (iii) in the case of the LC Issuer, U.S. federal withholding taxes imposed
on amounts payable to or for the account of the LC Issuer with respect to an applicable interest in
this Agreement pursuant to a law in effect on the date on which the LC Issuer acquires such
interest in this Agreement or the LC Issuer changes its lending office, except in each case to the
extent that, pursuant to this Section 7.02, amounts with respect to such taxes were payable either
to the LC Issuer’s assignor immediately before the LC Issuer became a party hereto or to the LC
Issuer immediately before it changed its lending office, (iv) taxes attributable to such recipient’s
46
failure to comply with Section 7.02(d) or Section 7.02(e) and any U.S. federal backup
withholding Tax, and (v) any U.S. Federal withholding Taxes imposed by FATCA (all such
excluded taxes enumerated in (i)–(v), “Excluded Taxes”).  If the form provided by the LC Issuer
pursuant to Section 7.02(d) at the time the LC Issuer first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero, any United States interest
withholding tax at such rate imposed on payments by the Guarantor under this Agreement or any
other Credit Document shall be excluded from the definition of “Taxes”.
“Withholding Agent” means the Guarantor.
(b)Any and all payments by any Withholding Agent to or for the account of
the LC Issuer hereunder or under any other Credit Document shall be made free and clear and
without deduction or withholding for any Taxes or Other Taxes; provided that, if any
Withholding Agent shall be required by law to deduct any Taxes or Other Taxes from any such
payments (for the avoidance of doubt, other than Excluded Taxes), (i) the sum payable by the
Guarantor shall be increased as necessary so that after making all required deductions and
withholdings (including deductions and withholdings applicable to additional sums payable
under this Section 7.02) the LC Issuer receives an amount equal to the sum it would have
received had no such deductions or withholdings been made, (ii) such Withholding Agent (as the
case may be) shall make such deductions or withholdings, (iii) such Withholding Agent (as the
case may be) shall pay the full amount deducted or withheld to the relevant taxation authority or
other authority in accordance with applicable law and (iv) the Guarantor shall promptly furnish
to the LC Issuer, at its address referred to in Section 8.01, the original or a certified copy of a
receipt evidencing payment thereof.
(c)The Guarantor agrees to indemnify the LC Issuer for the full amount of
Taxes or Other Taxes, for the avoidance of doubt, other than Excluded Taxes, (including,
without limitation, any Taxes or Other Taxes imposed or asserted on amounts payable under this
Section 7.02), whether or not correctly or legally imposed, paid by the LC Issuer and reasonable
expenses arising therefrom or with respect thereto. This indemnification shall be paid within 30
days after LC Issuer makes demand therefor.  Notwithstanding anything herein to the contrary,
the Guarantor shall not be under any obligation to indemnify the LC Issuer under this Section
7.02 with respect to (i) any amounts withheld or deducted by the Guarantor prior to the date that
is 270 days prior to the date that the LC Issuer makes a written demand therefor or (ii) any
Indemnified Taxes paid by the LC Issuer if written demand therefor is made to the Guarantor on
a date that is 270 days after the date the LC Issuer filed the tax return with respect to which such
Indemnified Taxes relate. 
(d)If the LC Issuer is entitled to an exemption from or reduction of
withholding Tax with respect to payments made under any Credit Document, the LC Issuer shall
deliver to the Guarantor, at the time or times reasonably requested by the Guarantor, such
properly completed and executed documentation reasonably requested by the Guarantor as will
permit such payments to be made without withholding or at a reduced rate of withholding.  In
addition, the LC Issuer, if reasonably requested by the Guarantor, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Guarantor as will
47
enable the Guarantor to determine whether or not the LC Issuer is subject to backup withholding
or information reporting requirements. Without limiting the generality of the foregoing, on or
prior to the date of this Agreement, (i) LC Issuer, if it is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to the Guarantor two duly
completed copies of United States Internal Revenue Service Form W-8BEN, W-8BEN-E,
W-8IMY or W-8ECI (as applicable), certifying in either case that the LC Issuer is entitled to
receive payments under this Agreement without or with reduced deduction or withholding of any
United States federal income taxes, and (ii) the LC Issuer, if it is incorporated under the laws of
the United States of America or a state thereof agrees that it will deliver to the Guarantor two
duly completed copies of United States Internal Revenue Service Form W-9.  The LC Issuer, if it
so delivers a Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI (as applicable) further
undertakes to deliver to the Guarantor two additional copies of such form (or successor form) on
or before the date that such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Guarantor certifying
that the LC Issuer is entitled to receive payments under this Agreement without or with reduced
deduction or withholding of any United States federal income taxes, unless the LC Issuer
promptly notifies the Guarantor in writing of its legal inability to do so.
(e)If a payment made to the LC Issuer under any Credit Document would be
subject to U.S. federal withholding tax imposed by FATCA if the LC Issuer fails to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), the LC Issuer shall deliver to the Guarantor and the
Withholding Agent at the time prescribed by law and at such times reasonably requested by the
Withholding Agent or the Guarantor such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Withholding Agent or the Guarantor sufficient for the Withholding
Agent to comply with its obligations under FATCA and to determine that the LC Issuer has
complied with such applicable reporting requirements or to determine the amount to deduct and
withhold from such payment.  Solely for purposes of this clause (e), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. The LC Issuer agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such form or certification or promptly notify the Guarantor and the
Withholding Agent in writing of its legal inability to do so.
(f)For any period with respect to which the LC Issuer has failed to provide
the Guarantor with the appropriate form as required by Section 7.02(d) or Section 7.02(e)
(whether or not the LC Issuer is lawfully able to do so, unless such failure is due to a change in
treaty, law or regulation occurring subsequent to the date on which such form originally was
required to be provided), the LC Issuer shall not be entitled to indemnification under Section
7.02 (b) or (c) with respect to any withholding of the United States federal income tax resulting
from such failure; provided that if the LC Issuer, which is otherwise exempt from or subject to a
reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form
required hereunder, the Guarantor shall take such commercially reasonable steps as the LC Issuer
48
shall reasonably request to assist the LC Issuer to recover such Taxes from the applicable
governmental authority.
(g)The LC Issuer shall, at the request of the Guarantor, use reasonable efforts
(consistent with applicable legal and regulatory restrictions) to file any certificate or document
requested by the Guarantor if the making of such a filing would avoid the need for or reduce the
amount of any such additional amounts payable to or for the account of the LC Issuer pursuant to
this Section 7.02 which may thereafter accrue and would not, in the sole judgment of the LC
Issuer, require the LC Issuer to disclose any confidential or proprietary information or be
otherwise disadvantageous to the LC Issuer.  Furthermore, if the LC Issuer determines, it its sole
discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified pursuant to this Section 7.02 (including the payment of additional
amounts pursuant to this Section 7.02), it shall pay to the indemnifying party an amount equal to
such refund, net of all out-of-pocket expenses of such Indemnitee and without interest (other than
interest paid by the relevant governmental authority).  Such indemnifying party, upon the request
of such Indemnitee, shall repay to such Indemnitee the amount paid over pursuant to this
paragraph (g) (plus any penalties, interest or other charges imposed by the relevant governmental
authority) in the event that such Indemnitee is required to repay such refund to such
governmental authority.
(h)Notwithstanding the foregoing, nothing in this Section 7.02 shall interfere
with the rights of the LC Issuer to conduct its fiscal or tax affairs in such manner as it deems fit.
SECTION 7.03  Mitigation Obligations.  If the LC Issuer requests compensation under
Section 7.01, or if the Guarantor is required to pay any additional amount to the LC Issuer or any
governmental body, agency or official for the account of the LC Issuer pursuant to Section 7.02,
then the LC Issuer shall use reasonable efforts to designate a different Applicable Lending Office
for funding or booking its LC Exposure hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of the LC Issuer
(with the concurrence of the Guarantor), such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 7.01 or 7.02, as the case may be, in the future and
(ii) would not subject the LC Issuer to any unreimbursed cost or expense and would not
otherwise be disadvantageous to the LC Issuer. The Guarantor hereby agrees to pay all
reasonable costs and expenses incurred by the LC Issuer in connection with any such designation
or assignment.
SECTION 7.04  Survival.  The provisions of this Article shall survive the Termination
Date and the repayment, satisfaction or discharge of all the other Obligations.
ARTICLE VIIIMISCELLANEOUS
SECTION 8.01  Notices.  All notices, requests and other communications to any party
hereunder shall be in writing (including by electronic communication, if arrangements for doing
so have been approved by such party) and shall be given to such party: (a) in the case of any
Obligor, at the Guarantor’s address set forth on the Guarantor’s signature page hereof, (b) in the
case of the LC Issuer, at its address or telecopier number set forth on its respective signature page
49
hereof or such other address or telephone number designated by LC Issuer in a written notice to
Obligors, or (c) in the case of any other party, such other address or telecopier number as such
party may hereafter specify for the purpose by notice to the LC Issuer and the Guarantor. Each
such notice, request or other communication shall be effective (i) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid, addressed as
aforesaid and return receipt requested, (ii) if given by telecopier, when transmitted to the
telecopier number specified in this Section 8.01 or (iii) if given by any other means, when
delivered at the relevant address specified by such party pursuant to this Section 8.01; provided
that notices to the LC Issuer under Article II or Article VIII shall not be effective until received.
The LC Issuer or the Guarantor may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications.
SECTION 8.02  No Waivers.  No failure or delay by the LC Issuer in exercising any
right, power or privilege hereunder or under any other Credit Document shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies provided by law.
SECTION 8.03  Expenses; Indemnification; Non-Liability of the LC Issuer.
(a)The Guarantor shall pay (i) all reasonable and documented out-of-pocket
costs and expenses of the LC Issuer and its Affiliates, including reasonable and documented fees
and disbursements of one primary counsel and, if reasonably necessary, a single local counsel
firm in each relevant material jurisdiction and a single regulatory counsel firm, for the LC Issuer,
in connection with the preparation, due diligence, administration, closing and enforcement of this
Agreement and the other Credit Documents, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder (it being understood and agreed that the
aggregate fees and disbursement of counsel to the LC Issuer and its Affiliates prior to the
Effective Date shall not exceed $30,000) and (ii) if an Event of Default occurs, all out-of-pocket
expenses incurred by the LC Issuer, including fees and disbursements of one firm of primary
counsel and, if reasonably necessary, a single local counsel in each relevant material jurisdiction
and a single regulatory counsel, in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
(b)Each Obligor agrees to indemnify the LC Issuer, its Affiliates and its
directors, officers, agents, advisors and employees of the foregoing (each an “Indemnitee”) and
hold each Indemnitee harmless from and against any and all liabilities, losses, damages,
reasonable and documented out-of-pocket costs and expenses of any kind, including, without
limitation, costs of settlement and the reasonable and documented out-of-pocket fees and
disbursements of one counsel for the Indemnitees, which may be incurred by such Indemnitee in
connection with, or as a result of, any actual or prospective claim, litigation, investigation or any
investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto or whether such proceeding is brought by an Obligor, its equity
50
holders or its creditors) relating to or arising out of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or any other transactions contemplated hereby;
(ii) the Letter of Credit (or any drawing honored thereunder) or the use of proceeds therefrom
(including any refusal by the LC Issuer to honor a demand for payment under the Letter of Credit
if the documents presented in connection with such demand do not comply with the terms of the
Letter of Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing clauses (i) and (ii), whether based on contract, tort, or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that no Indemnitee
shall have the right to be indemnified hereunder to the extent that such losses, claims, damages,
liabilities or related expenses have resulted from (x) the gross negligence or willful misconduct
of such Indemnitee or its Related Parties, (y) the material breach in bad faith by such Indemnitee
of its material obligations hereunder or (z) any claim, litigation, or proceeding solely among
Indemnitees brought by any Indemnitee against another Indemnitee that does not involve an act
or omission (or alleged act or omission) by the Guarantor or any of its Subsidiaries, in the case of
each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment
by a court of competent jurisdiction.  Paragraph (b) of this Section shall not apply with respect to
Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses
arising from any nonTax claim.
(c)To the fullest extent permitted by applicable law, each Obligor shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the transactions contemplated hereby, the Letter of Credit or the
use of the proceeds thereof.  None of the Guarantor or its Related Parties shall have any liability
under this Section 8.03 for special, indirect, consequential or punitive damages arising out of,
related to or in connection with any aspect of this Agreement or any agreement or instrument
contemplated hereby or the transactions contemplated hereby; provided, that this sentence shall
not limit the Guarantor’s indemnification obligations herein to the extent that such special,
indirect, consequential or punitive damages are included in any third party claim in connection
with which an Indemnitee is otherwise entitled to indemnification hereunder.
(d)The agreements in this Section 8.03 shall survive the Termination Date and
the repayment, satisfaction or discharge of all the Secured Obligations.
SECTION 8.04  Amendments and Waivers.  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is signed by the
Obligors and the LC Issuer.
SECTION 8.05  Successors and Assigns.
(a)The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however, that
no Obligor may assign or otherwise transfer any of its rights or obligations under this
Agreement, without the prior written consent of the LC Issuer.
51
(b)The LC Issuer may at any time grant to one or more banks or other
institutions (other than to any Disqualified Institution) (each a “Participant”) participating
interests in the Letter of Credit. In the event of any such grant by the LC Issuer of a participating
interest to a Participant, whether or not upon notice to the Guarantor, the LC Issuer shall remain
solely responsible for the performance of its obligations hereunder, and the Guarantor shall
continue to deal solely and directly with the LC Issuer in connection with the LC Issuer’s rights
and obligations under this Agreement. Any agreement pursuant to which the LC Issuer may grant
such a participating interest shall provide that the LC Issuer shall retain the sole right and
responsibility to enforce the obligations of the Guarantor hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such participation agreement may provide that the LC Issuer will not agree to any
modification, amendment or waiver of this Agreement described in the proviso of Section
8.05(a) without the consent of the Participant. The Guarantor agrees that each Participant shall,
to the extent provided in its participation agreement, be entitled to the benefits of Article VIII
with respect to its participating interest. An assignment or other transfer which is not permitted
by subsection (c) or (d) of this Section shall be given effect for purposes of this Agreement only
to the extent of a participating interest granted in accordance with this subsection (b). The LC
Issuer that grants a participation shall, acting solely for this purpose as a non-fiduciary agent of
the Guarantor, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Letter of
Credit or other obligations under this Agreement (the “Participant Register”); provided that the
LC Issuer shall not have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a
Participant’s interest in the Letter of Credit or any other obligations under any Credit Document)
except to the extent that such disclosure is necessary to establish that the Letter of Credit or such
other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
the LC Issuer shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. 
(c)The LC Issuer may at any time assign to one or more NAIC Approved
Banks all (but not a portion of) of its rights and obligations under this Agreement with (and
subject to) the consent (which in each case shall be exercised in its sole discretion) of each
Obligor.
(d)The LC Issuer may at any time assign all or any portion of its rights under
this Agreement to any Person to secure obligations of the LC Issuer, including, without
limitation, to one or more of the Federal Reserve Banks which comprise the Federal Reserve
System or other central banks. No such assignment shall release the LC Issuer from its
obligations hereunder.
(e)No Participant shall be entitled to receive any greater payment under
Section 7.01 or 7.02 than the LC Issuer would have been entitled to receive with respect to the
rights transferred, unless such transfer is made (i) with the Guarantor’s prior written consent, (ii)
52
by reason of the provisions of Section 7.03 requiring such Participant to designate a different
Applicable Lending Office under certain circumstances or (iii) at a time when the circumstances
giving rise to such greater payment did not exist.
SECTION 8.06  New York Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 8.07  Judicial Proceedings.
(a)Submission to Jurisdiction.  Each Obligor hereby submits to the exclusive
jurisdiction of the United States District Court for the Southern District of New York and of any
New York State court sitting in New York City, borough of Manhattan, for purposes of all legal
proceedings (whether in tort, law or equity) arising out of or relating to this Agreement or any
other Credit Document or the transactions contemplated hereby. Each Obligor irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of the venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient forum.
(b)Appointment of Agent for Service of Process.  Each Subsidiary Account
Party irrevocably designates and appoints the Guarantor, and the Guarantor hereby accepts such
appointment, at its office in New York, New York set forth beneath the Guarantor’s signature on
the signature page hereof, as the authorized agent of such Subsidiary Account Party, to accept
and acknowledge on its behalf, service of any and all process which may be served in any suit,
action or proceeding of the nature referred to in subsection (a) of this Section 8.07 in any federal
or New York State court sitting in New York City. Said designation and appointment shall be
irrevocable by each Subsidiary Account Party until all reimbursement obligations, interest
thereon and all other amounts payable hereunder shall have been paid in full in cash in
accordance with the provisions hereof and thereof.
(c)Service of Process.  Each Obligor hereby consents to process being served
in any suit, action or proceeding of the nature referred to in subsection (a) of this Section 8.07 in
any federal or New York State court sitting in New York City by service of process upon its
agent appointed as provided in subsection (b) of this Section 8.07; provided that, to the extent
lawful and possible, notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to such Obligor at its address
specified on the signature page hereof (or, in the case of any Subsidiary Account Party, on the
signature page of the Subsidiary Joinder Agreement to which it is a party) or to any other address
of which such Obligor shall have given written notice to the LC Issuer. Each Obligor irrevocably
waives, to the fullest extent permitted by law, all claim of error by reason of any such service in
such manner and agrees that such service shall be deemed in every respect effective service of
process upon such Obligor in any such suit, action or proceeding and shall, to the fullest extent
permitted by law, be taken and held to be valid and personal service upon and personal delivery
to such Obligor.
(d)No Limitation on Service or Suit.  Nothing in this Section 8.07 shall affect
53
the right of the LC Issuer to serve process in any other manner permitted by law or limit the right
of the LC Issuer to bring proceedings against the Guarantor in the courts of any jurisdiction or
jurisdictions.
SECTION 8.08  Counterparts; Integration; Headings.  This Agreement 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. This Agreement 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. Article and
Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
SECTION 8.09  Confidentiality.  (a) The LC Issuer agrees that it will maintain the
confidentiality of, and will not use for any purpose (other than exercising its rights and enforcing
its remedies hereunder and under the other Credit Documents), any written or oral information
provided under this Agreement by or on behalf of the Guarantor (hereinafter collectively called
“Confidential Information”), subject to the LC Issuer’s (a) obligation to disclose any such
Confidential Information pursuant to a request or order under applicable laws and regulations or
by a self-regulatory body or pursuant to a subpoena or other legal process, (b) right to disclose
any such Confidential Information to its bank examiners, auditors, counsel and other professional
advisors and to its subsidiaries and Affiliates and the subsidiaries and Affiliates of its holding
company, provided that the LC Issuer shall cause each such subsidiary or Affiliate to maintain
the Confidential Information on the same terms as the terms provided herein, (c) right to disclose
any such Confidential Information in connection with any litigation or dispute involving the
Guarantor or any of its Subsidiaries and Affiliates, (d) right to provide such information to
participants, prospective participants, prospective assignees or assignees pursuant to Section 8.05
(with the consent of the Guarantor (such consent not to be unreasonably withheld)) to its agents
if prior thereto such participant, prospective participant, prospective assignee or agent agrees in
writing to maintain the confidentiality of such information on terms substantially similar to those
of this Section 8.09 as if it were the LC Issuer, (e) right to disclose any such Confidential
Information in connection with the exercise of any remedies hereunder or under any other Credit
Document or any action or proceeding relating to this Agreement or any other Credit Document
or the enforcement of rights hereunder or thereunder, (f) with the prior written consent of the
Guarantor, right to disclose any such Confidential Information on a confidential basis to any
rating agency in connection with rating the Guarantor or its Subsidiaries or this facility and (g)
right to provide such information with the Guarantor’s prior written consent. Notwithstanding the
foregoing, any such information supplied to the LC Issuer, participant, prospective participant or
prospective assignee under this Agreement shall cease to be Confidential Information if it is or
becomes known to such Person by other than unauthorized disclosure, or if it is, at the time of
disclosure, or becomes a matter of public knowledge.
(b)  For the avoidance of doubt, nothing in this Section 8.09 shall prohibit any Person
from voluntarily disclosing or providing any Confidential Information within the scope of this
confidentiality provision to any governmental, regulatory or self-regulatory organization (any
54
such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set
forth in this Section 8.09 shall be prohibited by the laws or regulations applicable to such
Regulatory Authority.
SECTION 8.10  WAIVER OF JURY TRIAL.  EACH OBLIGOR AND THE LC
ISSUER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.11  Joinder of Subsidiary Account Party.
(a)Any direct or indirect wholly-owned Subsidiary of the Guarantor that is
organized under the laws of the United States and that is organized, licensed or regulated under
applicable law as an insurance or reinsurance company may, to the extent contemplated by
Sections 5.03 and 5.09, and upon the request of the Guarantor at any time, upon not less than
three Business Days’ notice to the LC Issuer, become a party to this Agreement as a Subsidiary
Account Party, provided that such Subsidiary shall have delivered an executed Subsidiary
Joinder Agreement, substantially in the form of Exhibit C hereto, to the LC Issuer for acceptance
by it, and provided further that on and as of the date of acceptance of such Subsidiary Joinder
Agreement by the LC Issuer (i) no Default or Event of Default shall have occurred and be
continuing, (ii) the LC Issuer shall have received all documents and instruments as they may
reasonably request related to such Subsidiary, including legal opinions and information required
to comply with “know your customer” or similar identification requirements of the LC Issuer, in
each case, to the reasonable satisfaction of the LC Issuer and (iii) such Subsidiary Account Party
shall be deemed to have appointed the Guarantor as its authorized agent pursuant to Section
8.07(b) to accept service of any and all process which may be served in any suit, action or
proceeding of any nature in any federal or New York State court sitting in New York City arising
out of or relating to this Agreement or any other Credit Document or the transactions
contemplated hereby. 
(b)[Reserved].
SECTION 8.12  USA PATRIOT Act.  The LC Issuer hereby notifies each Obligor that
pursuant to the requirements of the Patriot Act, the LC Issuer may be required to obtain, verify
and record information that identifies each Obligor, which information includes the name and
address of each Obligor and other information that will allow the LC Issuer to identify each
Obligor in accordance with said Act.  The Obligors hereby agree to provide any such information
promptly upon the request of the LC Issuer.
SECTION 8.13  No Fiduciary Duty.  The LC Issuer and its Affiliates (collectively, solely
for purposes of this Section 8.13, the “LC Issuer”), may have economic interests that conflict
with those of the Obligors, their respective stockholders and/or their affiliates. The Guarantor
agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between the LC Issuer, on the
one hand, and the Guarantor, its stockholders or its affiliates, on the other. The Guarantor
acknowledges and agrees that (i) the transactions contemplated by the Credit Documents
55
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the LC Issuer, on the one hand, and the Guarantor, on the other,
and (ii) in connection therewith and with the process leading thereto, (x) the LC Issuer has not
assumed an advisory or fiduciary responsibility in favor of the Guarantor, its stockholders or its
affiliates with respect to the transactions contemplated hereby (or the exercise of rights or
remedies with respect thereto) or the process leading thereto (irrespective of whether the LC
Issuer has advised, is currently advising or will advise the Guarantor, its stockholders or its
Affiliates on other matters) or any other obligation to the Guarantor except the obligations
expressly set forth in the Credit Documents and (y) the LC Issuer is acting solely as principal and
not as the agent or fiduciary of the Guarantor, its management, stockholders or creditors or any
other Person. The Guarantor acknowledges and agrees that the Guarantor has consulted its own
legal and financial advisors to the extent it deemed appropriate and that it is responsible for
making its own independent judgment with respect to such transactions and the process leading
thereto. The Guarantor agrees that it will not claim that the LC Issuer has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Guarantor, in
connection with such transaction or the process leading thereto.
SECTION 8.14  Right of Setoff.  If an Event of Default shall have occurred and be
continuing, the LC Issuer and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at
any time owing by the LC Issuer or any such Affiliate to or for the credit or the account of any
Obligor against any of and all the obligations of any Obligor at the time existing under this
Agreement held by the LC Issuer or its Affiliates, irrespective of whether or not the LC Issuer or
its Affiliates shall have made any demand under this Agreement and although such obligations
may be contingent or unmatured or are owed to a branch office or Affiliate of the LC Issuer
different from the branch office or Affiliate holding such deposit or obligated on such
indebtedness. The rights of the LC Issuer under this Section 8.14 are in addition to other rights
and remedies (including any other rights of setoff) which the LC Issuer may have. The LC Issuer
agrees to notify the Guarantor promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application.
SECTION 8.15  Entire Agreement.  This Agreement and the other Credit Documents
represent the final agreement among the parties and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the parties hereto.  There are no
unwritten oral agreements among the parties hereto.
SECTION 8.16  Acknowledgement and Consent to Bail-In of Affected Financial
Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that, to the extent that such Credit Document is subject to the Bail-In Legislation
under applicable law, any liability of any Affected Financial Institution arising under any Credit
Document, to the extent such liability is unsecured, may be subject to the write-down and
conversion powers of the applicable Resolution Authority and, to the extent that any such Credit
56
Document is subject, under applicable law, to the Bail-In Legislation, agrees and consents to, and
acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to
it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if
applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent undertaking, or
a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Credit Document; or 
(iii)the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of the applicable Resolution Authority.
[Signature Pages Follow]
[EQH – Signature Page to Reimbursement Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
GUARANTOR:
EQUITABLE HOLDINGS, INC.
By: 
Name: Peter Tian
Title: Treasurer
U.S. Federal Tax Identification No.: 90-0226248
Attention: 
Peter Tian, Treasurer
Equitable Holdings, Inc.
1345 Avenue of the Americas
New York, New York 10105
Tel: 212-314-5030
[EQH – Signature Page to Reimbursement Agreement]
SUBSIDIARY ACCOUNT PARTY:
EQ AZ LIFE RE COMPANY
By: 
Name:  Peter Tian
Title: Treasurer
[EQH – Signature Page to Reimbursement Agreement]
LC ISSUER:
MUFG BANK, LTD.,
as LC Issuer
By: 
Name: 
Title: 
Address for Notices (all notices for the LC Issuer):
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attention: Jared Fong, Vice President, Global
Financial Solutions
Telephone: (646) 767-1427
Fax: (212) 782-6448
Email: jfong@us.mufg.jp
Applicable Lending Office (Administrative
Matters and LC Draws):
MUFG Bank, Ltd.
210 Hudson Street, Suite 500
Jersey City, NJ 07311
Attention: Antonina Bondi
Telephone: (201) 413-8823
[EQH – Signature Page to Reimbursement Agreement]
Fax: (201) 521-2336
Email: abondi@us.mufg.jp
SCHEDULE I
MATERIAL SUBSIDIARIES AND SUBSIDIARY ACCOUNT PARTIES
Material Subsidiaries
1.Equitable Financial Services, LLC
2.Equitable Financial Life Insurance Company
3.Equitable Financial Life Insurance Company of America
Subsidiary Account Parties
1.EQ AZ Life RE Company
SCHEDULE II
HYBRID INSTRUMENTS
None.
SCHEDULE III
DEBT
None.
EXHIBIT A
FORM OF LETTER OF CREDIT
FOR INTERNAL IDENTIFICATION
PURPOSES ONLY
Our N° [ ]
Applicant: EQ AZ Life Re Company
1345 Avenue of the Americas New
York, New York 10105
Issue Date: January 23, 2024
Irrevocable Standby Letter of Credit N° [ ] Beneficiary:
Equitable Financial Life Insurance Company
1345 Avenue of the Americas, New York, New York 10105
Attention: Yun Zhang – Treasurer
To: Equitable Financial Life Insurance Company Ladies
and Gentlemen:
We, MUFG Bank, Ltd., acting as LC Issuer (the “Issuing Bank”), hereby establish this
irrevocable, unconditional Standby Letter of Credit (this “Letter of Credit”) in favor of the
aforesaid addressee (“Beneficiary”) for drawings up to United States Dollars Two Hundred
Million and 00/100 (US$ 200,000,000.00) effective immediately. This Letter of Credit is issued
by MUFG Bank, Ltd., acting through its New York Branch and is presentable and payable at
1251 Avenue of the Americas, New York, NY 10020, Attn: Trade Service Operations / SBLC
Section for the amounts specified in any sight draft drawn hereunder, which amounts shall not,
when aggregated with all other amounts paid by the Issuing Bank to the Beneficiary under this
Letter of Credit, exceed the amount specified above, and expires with our close of business on
January 23, 2029 (the “Expiration Date”). In no way are the obligations of the Issuing Bank
under this Letter of Credit contingent upon reimbursement with respect thereto or upon the
Issuing Bank’s ability to perfect any lien, security interest or any other reimbursement.
The term “Beneficiary” includes any successor by operation of law of the named Beneficiary including,
without limitation, any liquidator, rehabilitator, receiver or conservator.
We hereby undertake to promptly honor your sight draft(s) drawn on the Issuing Bank, indicating
its Letter of Credit number [ ], for all or any part of this Letter of Credit upon presentation to the
Issuing Bank at 1251 Avenue of the Americas, New York, NY 10020, Attn: Trade Service
Operations / SBLC Section on or before the expiration date or any automatically extended
expiration date. The Issuing Bank makes this undertaking for an amount not to exceed the
aggregate amount available under this Letter of Credit. Payment by the Issuing Bank with
respect of amount owed by the Issuing Bank hereunder shall be transferred by the Issuing Bank
to the Beneficiary’s account specified in the sight draft in form attached hereto as Appendix 1.
Except as expressly stated herein, this undertaking is not subject to any agreement, condition or
qualification.
It is a condition of this Letter of Credit that the Expiration Date shall be deemed to be
automatically extended, without amendment, for one year from the Expiration Date hereof, or
any future Expiration Date, unless at least sixty (60) calendar days prior to any such Expiration
Date (or such shorter or longer period of time as may be agreed between Equitable Holdings, Inc.
and the LC Issuer, but in no event shorter than 30 calendar days), we notify you by registered
mail or by overnight courier, addressed to MUFG Bank, Ltd., New York Branch, 1251 Avenue
of the Americas, New York, NY 10020 Attn: Trade Service Operations/SBLC Section, that we
elect not to consider this Letter of Credit extended for any such additional period.
This Letter of Credit is subject to and governed by the Laws of the State of New York and the
2007 Revision of the Uniform Customs and Practice for Documentary Credits of the
International Chamber of Commerce (Publication N° 600) and, in the event of any conflict, the
Laws of the State of New York will control. If this Letter of Credit expires during any
interruption of business as described in Article 36 of said Publication No. 600, the Issuing Bank
hereby specifically agrees to effect payment if this Letter of Credit is drawn against, in
accordance with the terms and conditions of such Letter of Credit, within thirty (30) calendar
days after resumption of our business.
Very truly yours
MUFG Bank, Ltd.
New York Branch
By________________________________________
Name_____________________________________
Title______________________________________ APPENDIX 1 Form of Demand (U.S. dollars)
[on Beneficiary’s letterhead]
TO:
MUFG Bank, Ltd.,
New York Branch
1251 Avenue of the Americas
New York, NY 10020
Dear Sir/Madam
IRREVOCABLE STANDBY LETTER OF CREDIT NO. ________________
With reference to the above, we hereby claim payment of [●] U.S. dollars (USD [●]) for account
of [insert Applicant’s name] for the amount of which should be paid to the following account: [●]
[Beneficiary]
Authorized signature
Name:
Title:
EXHIBIT B
[Form of Letter of Credit Request]
See attached.
                            MUFG Bank, Ltd.
floatingimage_20.jpg
                      New York Branch
APPLICATION FOR STANDBY LETTER OF CREDIT
FOR BANK USE ONLY
IRREVOCABLE CREDIT NO.
MGR
LAD
A/O
Office:MUFG Bank, Ltd., New York Branch
Attn:TSO/ Standby LC Section
Date:   
Gentlemen,
Please issue an irrevocable Standby Letter of Credit as set forth below and forward same to your correspondent/beneficiary for delivery
to the beneficiary by  [  ] Airmail              [  ] Full cable 
ADVISING BANK (If Correspondent Bank)
N/A
floatingimage_20.jpg
AMOUNT
United States Dollars Two Hundred Million and 00/100
(USD $ 200,000,000.00)
floatingimage_20.jpg
FOR ACCOUNT OF (Applicant Name/Address)
EQ AZ Life Re Company
1345 Avenue of the Americas
New York, New York 10105
floatingimage_20.jpg
IN FAVOR OF (Beneficiary of SB LC)(Full Name/Address)
Equitable Financial Life Insurance Company
1345 Avenue of the Americas
New York, New York 10105
floatingimage_20.jpg
Drafts must be presented to drawee on or before (Expiration Date):  5-year LC maturity (i.e., 1/21/29) with 1 year evergreen renewals
triggered on annual anniversary.     
Available by draft(s) at sight drawn at your option on you or any of your correspondents accompanied by the following documents:
(TEXT OF SBLC WORDING/FORMAT/TERMS AND CONDITIONS MUST BE STATED OR ATTACHED HERE WITH)
SPECIAL INSTRUCTIONS: DELIVER TO:
All Banking Charges outside of U.S.A. are for  ( )Beneficiary’s Account
floatingimage_20.jpg
    ( ) Applicant’s Account
floatingimage_20.jpg
SIGNATURE VERIFICATION
___________________________
By: 
1
                            MUFG Bank, Ltd.
floatingimage_20.jpg
                      New York Branch
THIS LETTER OF CREDIT WILL BE SUBJECT TO [  X ] UCP (2007 REVISION, ICC PUBLICATION NO. 600) 
[  ] ISP98 (ICC PUBLICATION NO. 590 INTERNATIONAL STANDBY PRACTICES)  (PLEASE
SELECT APPLICABLE RULE)
This Application is made subject to the Reimbursement Agreement heretofore executed by us and delivered to you, the provisions of
which are hereby made applicable to this Application and the Letter of Credit.
FOR BANK USE ONLY     INTERNAL BOOK ONLY
Y/N______(If “Y” indicate reserved LC Number)
Customer Code_______________________ C/A.#Cost Center __________ 
________________
floatingimage_20.jpg
Part Bought Code
_________________ PBLC.#Cert # and Date_________________
_________________
FOR P/S DETAILS ATTACH FORM SBLC3
Affil Y/N ____  Synd Y/N __  Agent Bank Agent Bank ID _________ 
Y/N__________
FOR STANDBY COMM ATTACH FORM SBLC2
Evergreen Y/N____  No. of Days________ G/L Category ___________ 
Facility Code________ Guaranteed Y/NFunds Avail Purpose________________
_______________ _Y/N__________ _____
Appr. # ____________ Grade Review Class__________________
Date____________ Date_____________
SPECIAL INSTRUCTIONS
Similar L/C (if any): (A duly approved copy of similar LC wording must be attached if applicable)
2
EXHIBIT C
Form of Subsidiary Joinder Agreement
[                  ], 20[  ]
To MUFG Bank, Ltd.
1251 Avenue of the Americas, 7th Floor New
York, NY 10020 
Re: Subsidiary Joinder Agreement Ladies
and Gentlemen:
Reference is made to the Reimbursement Agreement (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Reimbursement
Agreement”) dated as of January 23, 2024 among Equitable Holdings, Inc. (the “Guarantor”), the
Subsidiary Account Parties party thereto from time to time and MUFG Bank, Ltd., as LC Issuer.
Capitalized terms used but not defined herein shall have the respective meanings assigned to
such terms in the Reimbursement Agreement.
The Guarantor and the “Subject Subsidiary” (as identified on the signature pages
below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section
8.11(a) of the Reimbursement Agreement, in order to designate the Subject Subsidiary as a
Subsidiary Account Party to the Reimbursement Agreement.
Accordingly, the Guarantor and the Subject Subsidiary hereby represent and
warrant and agree that as of the “Joinder Effective Date” (as defined below):
1.the Subject Subsidiary is [deemed to be a wholly-owned Subsidiary of
the Guarantor pursuant to the last sentence of Section 8.11(a)][a direct or indirect wholly-
owned Subsidiary of the Guarantor];
2.the Subject Subsidiary is subject to and bound by each of the obligations
of
a Subsidiary Account Party contained in the Reimbursement Agreement as if the Subject Subsidiary
were an original signatory to such Reimbursement Agreement;
3.no Default or Event of Default has occurred and is continuing under
the Reimbursement Agreement;
4.the guarantee of the Guarantor contained in Guarantee Agreement
applies
to all of the obligations of the Subject Subsidiary pursuant thereto; and
5.the Subject Subsidiary’s addresses for notices, other
communications and
service of process provided for in the Reimbursement Agreement shall be given in the manner,
and with the effect, specified in Sections 8.01 and 8.07(c) of the Reimbursement Agreement to it
at its “Address for Notices” specified on the signature pages below.
This Subsidiary Joinder Agreement shall become effective as of the date (the
“Joinder Effective Date”) on which the LC Issuer confirms its acceptance of this Subsidiary
Joinder Agreement as provided on the signature pages below in accordance with the terms of the
Reimbursement Agreement. As of the Joinder Effective Date, the Subject Subsidiary shall be
entitled to the rights, and subject to the obligations, of a Subsidiary Account Party contained in
the Reimbursement Agreement. Except as expressly herein agreed with respect to the joinder of
the Subject Subsidiary as a Subsidiary Account Party, the Reimbursement Agreement shall
remain unchanged and in full force and effect.
This Subsidiary Joinder Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement. This
Subsidiary Joinder Agreement shall be governed by, and construed in accordance with, the law
of the State of New York. 
GUARANTOR EQUITABLE
HOLDINGS, INC.
By:
Name:
Title:
SUBJECT SUBSIDIARY
[_______________________] a
[___________________][corporation]
By:
Name:
Title:
Address for Notices
[______________________]
[______________________]
[______________________]
Attn:____________________
Tel: [___________________]
Fax:
[___________________]
Agreed and Accepted:
this [____] [th] day of [____], 20[_]
MUFG BANK, LTD.,  as
LC Issuer
By:
Name:
Title:
EX-10.3 4 eqh-09302025exhibit103.htm EX-10.3 Document
EXECUTION VERSION

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT
Between
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
(referred to as the Ceding Company)
and
RGA REINSURANCE COMPANY
(referred to as the Reinsurer)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS IDENTIFIED HEREIN WITH “[***].” SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K.




TABLE OF CONTENTS
- i -

- ii -


INDEX OF SCHEDULES AND EXHIBITS
Schedule A Fair Market Value Methodologies
Schedule B Investment Guidelines
Schedule C-1
Schedule C-2
Types of Reinsured Contracts
Subject UL Policies
Schedule C-3 Reinstatement Procedures
Schedule D Seriatim File
Schedule E Recapture Terminal Settlement
Schedule F Separate Accounts
Schedule G
Schedule H
Expense Allowance
Ceding Company Reports
Schedule H-1 Interim Reporting Period Reporting Requirements
Schedule I
Schedule J-1
Schedule J-2
Subject YRT Reinsurance Agreement
Unamortized Existing IMR Amount
Unamortized Transaction IMR Amount
Schedule K EIM Administrative Fee
Schedule L NGE Methodologies and Processes
Schedule M Qualified LOC Providers
Schedule N Permitted Accommodations
Schedule O Financed Reserves
Schedule P Existing Reinsurance Agreements
Schedule Q
Schedule R
Producer Commissions
[***]
Schedule S MSO Investment Guidelines
Schedule T Regulatory Closed Block Quarterly Settlement

Exhibit 1

Form of Settlement Statement
Exhibit 2 Form of Trust Agreement
Exhibit 3 Form of Hedge Account Control Agreement
Exhibit 4 Form of Security Agreement
- iii -

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT
THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on July 31, 2025 (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 RGA Reinsurance Company, a Missouri-domiciled reinsurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”
WHEREAS, the Ceding Company, Equitable Financial Life Insurance Company of America, an Arizona-domiciled insurance company (“EFLOA”), Equitable Financial Life and Annuity Company, a Colorado -domiciled insurance company (“EFLA”) and the Reinsurer have entered into a Master Transaction Agreement dated as of February 23, 2025 (the “Master Transaction Agreement”);
WHEREAS, the Master Transaction Agreement provides, among other things, for the Ceding Company and the Reinsurer to enter into this Agreement;
WHEREAS, as contemplated by the Master Transaction Agreement, upon the terms set forth herein, the Ceding Company wishes to cede to the Reinsurer, and the Reinsurer wishes to accept and reinsure, (i) the Quota Share (as defined below) of the General Account Liabilities (as defined below) in respect of the Reinsured Contracts (as defined below) (x) on a coinsurance basis (other than with respect to the Regulatory Closed Block Liabilities (as defined below)) and (y) on a modified coinsurance basis with respect to the Regulatory Closed Block Liabilities; and (ii) the Quota Share of the Separate Account Liabilities (as defined below), including the MSO Liabilities (as defined below), in respect of the Reinsured Contracts on a modified coinsurance basis;
WHEREAS, the Ceding Company ceded [***]% of the Reinsured Liabilities under certain of the Reinsured Contracts constituting universal life insurance policies issued outside the State of New York and described on Schedule C-2 (the “Subject UL Policies”) to EFLOA pursuant to an Indemnity Reinsurance Agreement, made and entered into on May 17, 2023 (the “Internal Reinsurance Agreement”);
WHEREAS, immediately prior to the Effective Time, the Ceding Company will recapture the Quota Share of the Reinsured Liabilities with respect to the Subject UL Policies, all of which Reinsured Liabilities so recaptured will then be ceded by the Ceding Company to the Reinsurer pursuant to the terms of this Agreement;
WHEREAS, the Ceding Company ceded [***]% of certain Reinsured Liabilities under certain Reinsured Contracts constituting term life insurance policies or no lapse guarantee riders issued under universal life secondary guarantee insurance policies (the “Captive Policies”) to EQ AZ (as defined below) pursuant to the Captive Reinsurance Agreements (as defined below);
WHEREAS, immediately prior to the Effective Time of this Agreement, the Ceding Company will recapture a quota share of the Reinsured Liabilities with respect to the Captive Policies (such quota share so recaptured, the “Captive Policies Recaptured Quota Share”) such that the Ceding Company may cede the Quota Share of such Reinsured Liabilities to the Reinsurer pursuant to the terms of this Agreement;
- 1 -

WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, EFLOA and the Reinsurer will enter into a reinsurance agreement (the “EFLOA-Reinsurer Reinsurance Agreement”) in a form substantially similar to this Agreement pursuant to which EFLOA will cede to the Reinsurer, and the Reinsurer will accept and reinsure, the Quota Share of the General Account Liabilities (as defined in the EFLOA-Reinsurer Reinsurance Agreement) on a coinsurance basis and the Quota Share of the Separate Account Liabilities, including the MSO Liabilities (each as defined in the EFLOA-Reinsurer Reinsurance Agreement), on a modified coinsurance basis, in each case in respect of certain Reinsured Contracts (as defined in the EFLOA-Reinsurer Reinsurance Agreement) issued or assumed by EFLOA;
WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, EFLA and the Reinsurer will enter into a reinsurance agreement (the “EFLA-Reinsurer Reinsurance Agreement”) pursuant to which EFLA will cede to the Reinsurer, and the Reinsurer will accept and reinsure, the Quota Share of the General Account Liabilities (as defined in the EFLA-Reinsurer Reinsurance Agreement) on a coinsurance basis in respect of certain Reinsured Contracts (as defined in the EFLA-Reinsurer Reinsurance Agreement) issued or assumed by EFLA;
WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, the Ceding Company, the Reinsurer and the Trustee (as defined below) will enter into the Trust Agreement (as defined below) pursuant to which the Trustee will hold assets as security for the satisfaction of the obligations of the Reinsurer to the Ceding Company under this Agreement; and
WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, (a) the Ceding Company and the Reinsurer Hedge Party will enter into a Security Agreement (as defined below) pursuant to which the Reinsurer Hedge Party grants to the Ceding Company a security interest in certain assets to secure the Reinsurer’s obligations to the Ceding Company under this Agreement and (b) the Ceding Company, the Reinsurer Hedge Party and the Securities Intermediary will enter into an Account Control Agreement (as defined below) pursuant to which the Ceding Company will perfect by control a first priority security interest in such assets.
NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer agree as follows:
Article I.

DEFINITIONS
Section 1.1.Definitions. The following terms have the respective meanings set forth below throughout this Agreement:
[***]
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“Account Control Agreement” means that certain Collateral Account Control Agreement, by and among the Reinsurer Hedge Party, the Ceding Company, and The Bank of New York Mellon, dated as of the date hereof.
“Action” means any claim, action, suit, litigation, arbitration or proceeding by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.
“Actuarial Appraisal” has the meaning set forth in the Master Transaction Agreement.
“Additional Consideration” has the meaning set forth in Section 3.2.
“Additional Reports” has the meaning set forth in Section 3.10(c).
“Adjustment for FMV of IUL Product” means the amount set forth in the applicable Closing Statement as the adjustment for the change in the aggregate Fair Market Value of the embedded index option associated with the individual universal life insurance policies included within the Reinsured Contracts from the Effective Date to the close of business on the Business Day immediately preceding the Closing Date, determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement.
“Administrative Services” has the meaning set forth in Section 4.1(a).
“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.
“Agreement” has the meaning set forth in the preamble.
“Allocated Premium Taxes” means, in respect of any Monthly Accounting Period, Premium Taxes allocable to the Reinsured Contracts which shall be an amount equal to the Premiums received under the Reinsured Contracts (to the extent Premium Taxes are levied on such Premiums, and other than Premiums in respect of the Regulatory Closed Block Policies) in such Monthly Accounting Period multiplied by [***] basis points.
“Alternate Eligible Assets” has the meaning set forth in Section 8.04(a)(ii).
“Applicable Ceding Company Reports” has the meaning set forth in Section 3.10(a).
“Applicable Tax Gross-Up Percentage” means one minus the highest federal tax rate applicable to United States corporations as of the Closing Date with respect the payment contemplated in Section 3.1(a) or, in the event of a recapture of this Agreement, as of the Recapture Date.
“Asset Report” has the meaning set forth in Section 5.4(a).
“Assets in Transit” has the meaning set forth in the Trust Agreement.
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“Books and Records” means originals or copies of all books and records in the possession, custody or control of the Ceding Company or any of its Affiliates that relate to the Reinsured Contracts, the Reinsured Liabilities or the Separate Accounts, including administrative records, claim records, sales records, underwriting records, financial records, reinsurance records, compliance records and other records, in whatever form maintained, but excluding certificates of incorporation, bylaws, corporate seals, licenses to do business, minute books and other corporate records relating to the corporate organization or capitalization of the Ceding Company or its Affiliates, tax returns or records (other than with respect to Premium Taxes and similar taxes that relate to the Reinsured Contracts or the Separate Accounts), records of any employee of the Ceding Company or its Affiliates, benefit plan records with respect to any employee of the Ceding Company or its Affiliates, and books and records that are subject to the attorney-client, work product, or other similar privilege or doctrine.
“Business” means the business of issuing, selling, underwriting, marketing, administering, servicing, delivering insuring, reinsuring, cancelling and distributing the Reinsured Contracts issued by the Ceding Company.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed.
“Calculation Date” has the meaning set forth in Section 5.11(c).
“Capital Reporting Deadline” means, (a) with respect to a calendar quarter other than the last quarter of a calendar year, the date that is the later of (i) forty-five (45) calendar days after the end of such calendar quarter and (ii) three (3) Business Days after Reinsurer is required to file its quarterly Statutory Financial Statement with the Insurance Regulator of its state of domicile, and (b) with respect to the last calendar quarter of a calendar year, the date that is the later of (i) sixty (60) calendar days after the end of such year and (ii) three (3) Business Days after Reinsurer is required to file its annual Statutory Financial Statement with the Insurance Regulator of its state of domicile.
“Captive Policies” has the meaning set forth in the Recitals.
“Captive Policies Recaptured Quota Share” has the meaning set forth in the Recitals. For the avoidance of doubt, the Captive Policies Recaptured Quota Share is [***]% of the original [***]% quota share ceded to EQ AZ under each Captive Reinsurance Agreement, equating to [***]% of the gross Reinsured Liabilities under the Captive Policies.
“Captive Reinsurance Agreements” means (i) the Automatic Level Term Reinsurance Agreement by and between the Ceding Company and EQ AZ, effective as of March 1, 2003 (the “XXX Life Treaty”) and (ii) the Automatic Lapse Protection Rider Reinsurance Agreement by and between the Ceding Company and EQ AZ, effective as of June 1, 2003 (the “AXXX Life Treaty”).
“Captive Reinsurer” means a reinsurer that is (i) an Affiliate of the Reinsurer or the Company and (ii) licensed solely as a captive reinsurer in its jurisdiction of domicile.
“Ceding Company” has the meaning set forth in the preamble.
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“Ceding Company Coinsurance Statutory Reserves” means, as of any date of determination, the Ceding Company Statutory Reserves (but excluding the Regulatory Closed Block Statutory Reserves) as of such date.
“Ceding Company Domiciliary State” means the State of New York, or, if the Ceding Company changes its state of domicile to another state within the United States, such other state.
“Ceding Company Extra-Contractual Obligations” means all (i) Extra-Contractual Obligations attributable to acts, omissions or circumstances arising prior to the Closing Date and (ii) Extra-Contractual Obligations attributable to acts, omissions or circumstances arising on or after the Closing Date other than Reinsurer Extra-Contractual Obligations.
“Ceding Company Indemnified Parties” has the meaning set forth in Section 9.1.
“Ceding Company Reports” has the meaning set forth in Section 3.10(a).
“Ceding Company Statutory Reserves” means, as of any date of determination, the statutory reserves (including unearned premium reserves and other premium accruals) amount for the General Account Liabilities calculated in accordance with the Ceding Company Domiciliary State SAP that would be applicable to the Ceding Company, reflecting the sum of the following items (or the equivalent lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023), as calculated by the Ceding Company as of such date (without giving effect to this Agreement):

(a)Line 1, column 1 of the Liabilities section (aggregate reserves), which for the avoidance of doubt will be net of (without duplication) statutory reserves ceded pursuant to Existing Reinsurance Agreements); plus,

(b)[***]; plus,

(c)Line 3, column 1 of the Liabilities section (liability for deposit-type contracts); plus,

(d)Line 6 of the Liabilities section (policyholders’ dividends/refunds to members and unpaid, the “Dividend Liability”); plus,

(e)Line 13.1 of the Liabilities section (“Transfers to the Separate Account due or accrued”); plus,

(f)With respect to the Closed Block and without duplication, any other items included in the Regulatory Closed Block Reserves not otherwise reflected in this definition; plus,

(g)Line 24.7, column 1 of the Liabilities section (funds held under coinsurance); minus,

(h)Any Additional Actuarial Reserves on line 07000004; minus,

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(i)Reserves established by the Ceding Company for the mortality risk of future conversions for Term life insurance contracts (“Pre-Term Conversion Reserves”); minus

(j)Line 15.2 of the Asset section (deferred premiums) (the “Deferred Premium”);

provided, however, that Ceding Company Statutory Reserves shall at all times be calculated after giving effect to any aggregation benefits among the blocks of business included in the Reinsured Contracts permitted under Ceding Company Domiciliary State SAP but shall otherwise be calculated on a stand-alone basis without regard to any other business of the Ceding Company or the Reinsurer; provided further that, Ceding Company Statutory Reserves shall not include (i) IMR, (ii) [***], (iii) any voluntary reserves, or (iv) any other reserve not directly attributable to the Reinsured Contracts. [***].

“Closed Block” has the meaning set forth in the Plan of Reorganization.
“Closed Block Earned Rate” means Current Quarter Closed Block Net Investment Income (Line 3, Column 1 on the Summary of Operations of the Company’s Statutory Statement of the Closed Block) less Prior Quarter Closed Block Net Investment Income / the mean of the Prior Quarter End Closed Block Cash and Invested Assets (Line 12, Column 1 on the Assets page of the Company’s Statutory Statement of the Closed Block) and the Current Quarter End Closed Block Cash and Invested Assets.

“Closed Block Modco Account” has the meaning set forth in Section 3.7(a).
“Closed Block Quarterly Residual Investment Income” in respect of any Quarterly Accounting Period, means the Quota Share of (x) the mean of the Closed Block Residual Balance as of the end of the prior Quarterly Accounting Period and the Closed Block Residual Balance as of the end of such Quarterly Accounting Period multiplied by (y) the Closed Block Earned Rate for such Quarterly Accounting Period.

“Closed Block Residual Balance” means, in respect of any Quarterly Accounting Period, (-1) * Closed Block Surplus (Line 38, Column 1 of the Liabilities of the Company’s Statutory Statement of the Closed Block).

“Closed Block Reinsurance Assets” has the meaning specified in Section 3.7(a).
“Closing” has the meaning set forth in the Master Transaction Agreement.
“Closing Date” has the meaning set forth in the preamble.
“Closing Statement” means the Preliminary Estimated Closing Statement, the Estimated Closing Statement, or the Final Closing Statement, as applicable.
“Code” means the United States Internal Revenue Code of 1986.
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“Company Action Level RBC” means, with respect to any insurance company, company action level risk-based capital as calculated in accordance with the applicable Laws of such insurance company’s state of domicile in effect as of the date of determination.
“Confidential Information” with respect to a Party, means any and all information provided by, made available by or provided or made available on behalf of such Party, any of its Affiliates or Representatives, on, before or after the date hereof, including, with respect to the Ceding Company, Non-Public Personal Information and all data relating to the Policyholders of the Reinsured Contracts which are maintained, processed or generated by the Ceding Company or, if applicable, the Reinsurer in connection with the Reinsured Liabilities and including the contents of this Agreement or the other Transaction Agreements not otherwise publicly disclosed, but shall not include the existence of this Agreement and the identity of the Parties; provided, that Confidential Information does not include information that (a) is generally available to the public other than as a result of a disclosure by the receiving Party in violation of its confidentiality obligation, (b) is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (c) is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party; and provided, further, that the foregoing exceptions shall not supersede the obligations of the receiving Party with respect to any Non-Public Personal Information.
“Contested Claim” has the meaning specified in Section 4.8.
“Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Control will be presumed to exist if any Person directly or indirectly owns, controls or holds with the power to vote ten percent (10%) or more of the voting securities of any other Person. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.
“Credit for Reinsurance Letters of Credit” means letters of credit that are in a form and satisfying all other requirements to provide Reserve Credit in the Ceding Company Domiciliary State.
“DAC Tax Election” has the meaning specified in Section 10.2(a).
“Designated Administrative Account” means a bank account of the Reinsurer at a bank reasonably acceptable to the Ceding Company pursuant to which the Ceding Company has authority to withdraw funds as reimbursement for the Ceding Company’s payment of the Quota Share of General Account Liabilities.
“Discovered Contract” means any policies, contracts or other evidences of insurance of the types described on Schedule C-1 issued on or prior to June 30, 2024 and in force as of the Effective Time but not included as a Reinsured Contract in Schedule D, together with all binders, slips, individual certificates, applications therefor, supplements, endorsements, and riders thereto issued or entered into in connection with such contracts of the types described on Schedule C-1.
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“Discovered Contract Transfer Amount” means, with respect to any Discovered Contract transferred pursuant to Section 2.7(a), an amount equal to (a) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves associated with such Discovered Contract, determined as of the Effective Time, plus interest thereon calculated at the Interest Rate from the Effective Time to the date of such transfer, minus (b) the Quota Share of the Policy Loan Balance with respect to such Discovered Contract as of the Effective Time, plus (c) the Quota Share of Additional Consideration received by the Ceding Company in respect of such Discovered Contract at or after the Effective Time to the date of such payment, minus (d) the Quota Share of Reinsured Liabilities paid in respect of such Discovered Contract at or after the Effective Time to the date of such payment, in the case of (c) and (d) with interest thereon, calculated at the Interest Rate from the date of payment or receipt, as applicable, to the date of such payment.

“Duration Management Collateral Balance” has the meaning set forth in Section 5.4(c).

“Duration Management Funding Adjustment” means, for each Duration Management Monthly Accounting Period, the greater of (x) the product of (a) multiplied by (b) multiplied by (c) and (y) zero (0):

(a)the reduction in the minimum asset duration for such Duration Management Monthly Accounting Period elected by the Reinsurer pursuant to Section 5.4(c), multiplied by

(b)the Required Balance at the beginning of such Monthly Accounting Period, multiplied by

(c)The change from the beginning of the initial Monthly Accounting Period in which the Reinsurer elects to reduce the minimum required asset duration to the end of the current Monthly Accounting Period of the weighted average yield-to-worst of the indices as specified in the Purchase Price Adjustment (as defined in the Master Transaction Agreement).

“Duration Management Monthly Accounting Period” has the meaning set forth in Section 5.4(c).

“Effective Date” means April 1, 2025.

“Effective Time” means 12:01 a.m. on the Effective Date.

“EFLA” has the meaning set forth in the Recitals.

“EFLA-Reinsurer Reinsurance Agreement” has the meaning set forth in the Recitals.

“EFLOA” has the meaning set forth in the Recitals.

“EFLOA-Reinsurer Reinsurance Agreement” has the meaning set forth in the Recitals.

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“Eligible Assets” has the meaning set forth in Section 5.4.
“Embedded Index Risk Report” has the meaning set forth in Section 5.11(c).
“Embedded MSO Liabilities Report” has the meaning set forth in Section 5.11(c)
“EQ AZ” means EQ AZ Life Re Company, an Arizona captive insurance company.
“Estimated Closing Statement” has the meaning specified in the Master Transaction Agreement.
“Estimated Initial Premium” means the Ceding Company’s good faith estimate of the Initial Premium, derived from an estimated statement of net settlement with respect to the Reinsured Liabilities ceded pursuant to this Agreement as of the Effective Time.
“Estimated Initial Required Balance” means the Ceding Company’s good faith estimate of the Initial Required Balance as of the Closing Date, as set forth in the Estimated Closing Statement.
“Estimated Recapture Terminal Settlement” has the meaning set forth in Section 8.4(a).
“Estimated Recapture Terminal Settlement Statement” has the meaning set forth in Section 8.4(a).
“Ex Gratia Payments” means a payment that is both (a) outside the terms and conditions of the applicable Reinsured Contract, and (b) made by or on behalf of the Ceding Company without the consent of the Reinsurer. For the avoidance of doubt, (i) payments made in accordance with a legally binding Governmental Order or a binding settlement that are not otherwise Excluded Liabilities and (ii) payments that are Permitted Accommodations shall not be considered Ex Gratia Payments and shall be deemed Reinsured Liabilities hereunder.
“Excluded Liabilities” means (a) all Ceding Company Extra-Contractual Obligations, (b) any and all Liabilities resulting from changes to the terms and conditions of any Reinsured Contract after the Effective Time to the extent such changes are in violation of Section 2.2, (c) except with respect to the Regulatory Closed Block Policies, all Liabilities for amounts due or payable prior to the Effective Time under the Reinsured Contracts, and (d) except with respect to the Regulatory Closed Block Policies, any Liability arising under any Reinsured Contract as to which the date of death triggering a death benefit under such Reinsured Contract occurred prior to the Effective Time, provided that this clause (d) shall not include Liabilities arising under any Reinsured Contract that covers joint lives where only one covered death has occurred prior to the Effective Time.
“Existing IMR Amount” means the amount of the Ceding Company’s existing IMR, calculated on an after-tax basis, that has been allocated by the Ceding Company to the Reinsured Liabilities ceded hereunder on a coinsurance basis as of the Closing Date (but prior to the transfer of assets by the Ceding Company pursuant to Section 3.1(b)), determined in accordance with SAP applicable to the Ceding Company. For the avoidance of doubt, Existing IMR Amount shall include interest maintenance reserve generated from the repositioning of the Asset Portfolio (as defined in the Master Transaction Agreement) prior to the Closing in accordance with terms of the Master Transaction Agreement.
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“Existing Reinsurance Agreements” means all reinsurance agreements under which the Ceding Company has ceded to reinsurers (whether or not Affiliated with the Ceding Company) risks arising in respect of the Reinsured Contracts (and only to the extent such agreements cover the Reinsured Contracts) where such agreements are (a) in force as of the date hereof or (b) terminated but under which there remains any outstanding Liability of the reinsurer, in each case as set forth on Schedule P as all such reinsurance agreements may be in force and effect from time to time and at any time; provided, however, that Existing Reinsurance Agreements shall not include the Internal Reinsurance Agreement or the Captive Reinsurance Agreements which agreements shall be disregarded for all purposes of this Agreement except for the purpose of defining Financed Reserves or as referenced in Section 5.1(b).

“Expense Allowances” means (i) for each Monthly Accounting Period, for the Reinsured Policies other than the Regulatory Closed Block Policies, an amount determined in accordance with Section 1 of Schedule G and (ii) for each calendar quarter, for the Regulatory Closed Block Policies, an amount determined in accordance with Section 2 of Schedule G.
“Extra-Contractual Obligations” means all Liabilities and any other related expenses (including attorney’s fees) to any Person or Persons arising out of or relating to the Reinsured Contracts (other than Liabilities arising under the terms and conditions and within the policy limits of the Reinsured Contracts, including amounts that are finally determined by a court of competent jurisdiction to be owed to a Policyholder or beneficiary under the terms and conditions of a Reinsured Contract), including any loss in excess of the limits arising under or covered by any Reinsured Contract, any Liabilities for exemplary, punitive, compensatory, special or regulatory damages or interest, fines, penalties, Taxes, fees, forfeitures, bad faith, tort, statutory or any other form of extra-contractual damages, as well as all legal fees and expenses relating thereto, which Liabilities arise out of or result from any act, error or omission, whether or not intentional, negligent, fraudulent, in bad faith or otherwise, arising out of or relating to the Reinsured Contracts, including (a) the form, sale, marketing, distribution, underwriting, production, issuance, cancellation or administration of the Reinsured Contracts, (b) the investigation, defense, prosecution, trial, settlement (including the failure to settle) or handling of claims, benefits, or payments under the Reinsured Contracts, (c) the failure to pay or the delay in payment or errors in calculating or administering the payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Reinsured Contracts, (d) the failure of any Reinsured Contract to provide the purchaser, customer or other holder or intended beneficiaries thereof with Tax treatment under the Code that is the same as or more favorable than the Tax treatment under the Code that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the applicable Reinsured Contract or for which policies or contracts of that type are intended to qualify under the Code, (e) failure to comply with applicable escheat or abandoned property Laws, (f) any conversion of administrative systems and (g) Ex Gratia Payments.
“Fair Market Value” means, with respect to any asset, the value thereof (including accrued interest) calculated in accordance with the methodology set forth on Schedule A.
“Final Closing Statement” has the meaning given to such term in the Master Transaction Agreement.
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“Financed Reserves” means, as of any date of determination, the amount of Ceding Company Coinsurance Statutory Reserve that would be ceded under the Captive Reinsurance Agreements as of such date, measured as if the recapture thereunder of the Captive Policies Recaptured Quota Share was not in effect (and determined without regard to whether the Captive Reinsurance Agreements remain in effect), multiplied by the Financed Reserves Factor applicable for the current calendar year, as set forth on Schedule O; provided that, if the Ceding Company recaptures the liabilities ceded under the [***] Reserve Financing, the definition of Financed Reserves shall be revised as appropriate to include within the definition of Financed Reserves the excess portion of the Ceding Company Statutory Reserves so recaptured.
“Financed Reserves Factor” is set forth on Schedule O.
[***]
“FMV Payment/Trust Funding Default” means there has been a failure by the Reinsurer (i) to timely pay any undisputed amounts due hereunder in an aggregate amount that, when added to the aggregate undisputed amounts that the Reinsurer has failed to fund in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e) that has not been cured, exceeds $[***]; or (ii) to timely fund the Trust Account in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e), in an aggregate undisputed amount that, when added to the aggregate amount of undisputed amounts that the Reinsurer has failed to timely pay that has not been cured, exceeds $[***], and, in each case of (i) and (ii), such failure has not been cured within [***] Business Days after written notice thereof from the Ceding Company.
“FMV Required Balance” means, as of any date of determination:
(a)except during any period in which clause (b), (c) or (d) below applies, [***];
(b)following the occurrence and during the continuance of a Level One RBC Ratio Event, [***];
(c)following the occurrence and during the continuance of (i) an FMV Payment/Trust Funding Default, (ii) an Insolvency Event or (iii) a Reserve Credit Event, [***]; and
(d)following the occurrence and during the continuance of a Level Two RBC Ratio Event, [***].
“FMV Triggering Event” means an event or circumstance that results in any of the clauses (b), (c) or (d) of the definition of FMV Required Balance being applicable, as determined in accordance with such definition.
“General Account Liabilities” means the following Liabilities of the Ceding Company arising out of or relating to the Reinsured Contracts (i) and arising on or after the Effective Time with respect to all Reinsured Contracts other than Regulatory Closed Block Policies and (ii) whether arising before, on or after the Effective Time with respect to all Regulatory Closed Block Policies, in each case net of amounts actually collected by or on behalf of the Ceding Company under the Existing Reinsurance Agreements, but excluding Separate Account Liabilities and Ceding Company Extra-Contractual Obligations, calculated in accordance with the Ceding Company Domiciliary State SAP:
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(a)all Liabilities (including death benefits, secondary guarantee death benefits, guaranteed minimum death benefits, reduced paid-up death benefits, extended term, waiver of premium benefits, accident and health benefits, endowments or matured endowments, paid-up additions, lump sum payments, periodic payments, deferred payments, discontinuance disbursements, payments in respect of market value adjustments and rights to purchase additional coverage), policyholder dividends, unearned premiums, interest on claims or unearned premiums, interest on policy funds, experience refunds, amounts in respect of profit sharing, withdrawals, surrenders, amounts payable for returns or refunds of premiums, and policy loans made under the terms of any Reinsured Contract and other contract benefits, in each case, arising under the terms and conditions of the Reinsured Contracts (including amounts that are finally determined by a court of competent jurisdiction to be owed to a Policyholder or beneficiary under the terms and conditions of a Reinsured Contract) and whether such amounts are escheated or paid to Policyholders or beneficiaries of the Reinsured Contracts and claim expenses (including all reasonable litigation expenses related thereto) to the extent specifically provided in Section 4.8;
(b)all Liabilities arising out of changes to the terms and conditions of the Reinsured Contracts permitted or required by Section 2.2;
(c)all amounts payable by the Ceding Company under the Existing Reinsurance Agreements; and
(d)all Liabilities of the kind described in clause (a) above which relate to Reinsured Contracts and that (i) are amounts held in the general account of the Ceding Company pending transfer to the Separate Accounts, or (ii) contemplate payment from a Separate Account the amount of which exceeds the assets of such Separate Account (without duplication of the amounts set forth in clause (a) above).
(e)For the avoidance of doubt, the Reinsurer shall indemnify the Ceding Company for Reinsurer Extra-Contractual Obligations in accordance with Article IX.
“Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body having jurisdiction over a Party.
“Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
[***]
[***]
“Gross Statutory-to-Economic Reserve Adjustment” means an amount equal to the sum of (a) the Quota Share of Ceding Company Coinsurance Statutory Reserves; plus (b) the Quota Share of the Existing IMR Amount; plus (c) the Transaction IMR; minus (d) the Reinsurance Premium as of the Effective Time.
“Hedge Collateral Account” means, collectively, a securities and deposit account established by the Reinsurer Hedge Party.
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“Hedge Collateral Account Assets” means cash and publicly-traded securities which are of a type allowable under the Investment Guidelines.
“IFA” shall mean the [***]% allocation to the Ceding Company of the total IFA as described and calculated in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement.
“IMR” means an interest maintenance reserve with respect to assets supporting the Reinsured Risks, as determined in accordance with the SAP applicable to the Ceding Company (in the case of the Existing IMR Amount and the Transaction IMR Amount) and the SAP applicable to the Reinsurer (in the case of the Post-Closing Date IMR Amount).
“IMR Amount” means (a) the Quota Share of the Existing IMR Amount plus (b) the Transaction IMR Amount plus (c) the Post-Closing Date IMR Amount.
[***]
“Indemnitee” means a Ceding Company Indemnified Party or Reinsurer Indemnified Party, in each case, which is entitled to indemnification under this Agreement.
“Independent Accounting Firm” has the meaning set forth in Section 5.8(g).
“Independent Actuary” has the meaning set forth in Section 5.8(g).
“Initial Closed Block Assets” has the meaning set forth in Section 3.7(a).
“Initial Modco Reserve Adjustment” has the meaning set forth in Section 3.1(d).
“Initial Premium” has the meaning set forth in Section 3.1(a).
“Initial Required Balance” means the Required Balance as of the Closing Date.
“Insolvency” has the meaning set forth in Section 5.7(a).
“Insolvency Event” has the meaning set forth in clause (c) of the definition of Recapture Triggering Event.
“Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with the supervision of insurance companies in such jurisdiction.
“Interest Rate” means the sum of (a) one hundred (100) basis points (expressed as a rate per annum) plus (b) the annual yield rate, on the date to which the 90-Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of three (3) months, as such rate is published under the “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519).
“Interim Reporting Period” has the meaning set forth in Section 3.10(a).
“Internal Reinsurance Agreement” has the meaning set forth in the Recitals.
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“Investment Guidelines” has the meaning set forth in Section 5.4.
“Investment Management Agreement” has the meaning set forth in the Master Transaction Agreement.
“KPI Failure” has the meaning set forth in Section 3.10(b).
“Large Claim” has the meaning set forth in Section 4.8.
“Law” means any United States or non-United States federal, state or local statute, law, ordinance, rule, regulation, code, administrative interpretation or principle of common law or equity imposed by or on behalf of a Governmental Authority and any Governmental Order.
“Level One RBC Ratio Event” means that the Reinsurer’s RBC Ratio as of any calendar quarter end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is less than [***]% and Reinsurer fails to restore its RBC Ratio to at least [***]% by the end of the subsequent calendar quarter as reported by the applicable Capital Reporting Deadline for such subsequent calendar quarter; provided, that, a Level One RBC Ratio Event shall be deemed to be no longer continuing from and after the date that Reinsurer provides a certification in accordance with Section 3.9(a) that certifies that Reinsurer’s RBC Ratio is equal to or greater than [***]% as of [***].
“Level Two RBC Ratio Event” means that the Reinsurer’s RBC Ratio as of any calendar quarter end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is less than [***]% and Reinsurer fails to restore its RBC Ratio to at least [***]% by the end of the subsequent calendar quarter as reported by the applicable Capital Reporting Deadline for such subsequent calendar quarter; provided, that, a Level Two RBC Ratio Event shall be deemed to be no longer continuing from and after the date that Reinsurer provides a certification in accordance with Section 3.9(a) that certifies that Reinsurer’s RBC Ratio is equal to or greater than [***]% as of [***].
“Liabilities” means any and all debts, liabilities, commitments or obligations, whether direct or indirect, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, whether arising in the past, present or future.
“Losses” means any and all damages, judgments, awards, liabilities, losses, obligations, claims of any kind or nature, fines and costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents) other than amounts constituting special, indirect, incidental, consequential or punitive damages (including any damages on a lost profits, lost revenue, multiples or similar basis), except to the extent that (i) any such damages are actually recovered against an Indemnitee pursuant to a Third-Party Claim, or (ii) solely with respect to consequential damages (including (i) lost value as determined based on the valuations and calculations set forth in the Actuarial Appraisal, based upon a [***]% discount rate, (ii) lost profits and (iii) lost revenue), (1) such damages are recoverable under the laws of the State of New York, (2) the Indemnitee satisfies all elements necessary for proof of such damages under such laws and (3) such damages result from or arise out of the Business as currently conducted and shall not take into account any current or future plans for the Business following the Closing Date regardless of whether such plans are communicated to or known by a Party to this Agreement.
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“Market-to-Book Ratio” means, with respect to (x) any Eligible Asset to be withdrawn from or deposited into the Trust Account pursuant to a substitution of Eligible Assets as permitted by Section 5.4(b), the ratio, as of any date of determination, of the Fair Market Value of such Eligible Asset to the Statutory Book Value of such Eligible Asset as of such date (expressed as a percentage); and (y) any withdrawal of Eligible Assets from the Trust Account as permitted by Section 5.8(d)(i)(3), the ratio, as of any date of determination, of the aggregate Fair Market Value of the Eligible Assets in the Trust Account to the aggregate Statutory Book Value of such Eligible Assets as of such date (expressed as a percentage).
“Master Transaction Agreement” has the meaning set forth in the Recitals.
“Modco Reserve Adjustment” has the meaning set forth in Section 3.11(a).
“Month-End Required Balance Report” has the meaning set forth in Section 5.8(a).
“Monthly Accounting Period” means each successive calendar month during the term of this Agreement or any fraction thereof, beginning at the Effective Time and ending on the Recapture Date or the date this Agreement is otherwise terminated in accordance with Article VIII, as applicable.
“Monthly Funding Limit” means (a) for the period commencing on the Closing Date and ending on December 31, 2026, $[***] per month and (b) for each calendar year thereafter, the Quota Share of the excess (if any) for the immediately preceding calendar year of (i) the average amount of monthly General Account Liabilities paid excluding those arising from the Regulatory Closed Block Liabilities, over (ii) the average amount of monthly Additional Consideration (other than Additional Consideration allocated to the Separate Accounts and the Regulatory Closed Block Liabilities) received; provided, that, in each case, the Ceding Company may propose to the Reinsurer to increase the Monthly Funding Limit for one or more months to accommodate reasonable seasonal experience or other factors, but not to exceed a balance of $[***], and the Reinsurer’s consent to any such proposal shall not be unreasonably withheld, delayed or conditioned.
“Monthly Settlement Statement” has the meaning set forth in Section 3.3(a).
“MSO Assets” means, collectively, the MSO Hedges and the MSO Investment Assets.

“MSO Hedges” means derivative instruments purchased by the Ceding Company solely to hedge the MSO Option Value.

“MSO Hedge P&L” means with respect to any Quarterly Accounting Period, the profits and losses of the MSO Hedges during such Quarterly Accounting Period as calculated by the Ceding Company and shall include (i) all settlement cash flows paid and received by the Ceding Company with respect to MSO Hedges (excluding option premium payments) and (ii) all realized and unrealized gains or losses arising from MSO Hedges.

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“MSO Investment Assets” means assets supporting the MSO Reserves which shall be held by the Ceding Company in the MSO Modco Account, but excluding any MSO Hedges held in the MSO Modco Account.

“MSO Investment Guidelines” means the investment guidelines attached hereto at Schedule S with respect to the management of the MSO Investment Assets and the MSO Hedges.

“MSO Investment Assets Net Cash Flow” means, with respect to any Quarterly Accounting Period, (i) minus (ii), where:

(i)(i)     is the MSO Modco Investment Credit for such Quarterly Accounting Period plus the contract charges collected by the Ceding Company during such Quarterly Accounting Period and attributable to the MSO Liabilities; and
(ii)(ii)     is the option premium attributable to the MSO Liabilities paid by the Ceding Company during such Quarterly Accounting Period.
“MSO Liabilities” means with respect to each Reinsured Contract, the Liabilities (other than Excluded Liabilities) arising out of the “Market Stabilizer Option” or “Market Stabilizer Option II” as defined in the terms of such Reinsured Contract.

“MSO Option Value” means the aggregate Fair Market Value of the hypothetical portfolios of derivatives that replicate the embedded index risks associated with the MSO Liabilities, as determined by the Ceding Company in accordance with its ordinary course practices.

“MSO Modco Account” has the meaning set forth in Section 3.8(a).

“MSO Modco Investment Credit” means, with respect to any Quarterly Accounting Period, the sum of all interest and other earnings (including realized gains and losses), net of investment expenses, earned and realized on the MSO Investment Assets during such Quarterly Accounting Period.

“MSO Modco Reserve Adjustment” has the meaning set forth in Section 3.8(c).

“MSO Reserves” means, as of any date of determination, the sum of (i) the aggregate amount of statutory reserves of the Ceding Company with respect to the MSO Liabilities (as would be described in Line 1, column 3 of the Liabilities section and Exhibit 3 of the Statutory Financial Statements related to separate accounts of the Ceding Company (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023)), calculated in accordance with the Ceding Company Domiciliary State SAP, and (ii) interest maintenance reserves attributable to the MSO Modco Account.

“MSO Separate Account” means the non-insulated separate accounts of the Ceding Company identified on Schedule F to the extent attributable to the “Market Stabilizer Option” or “Market Stabilizer Option II” (as defined in the terms of the Reinsured Contracts) riders issued by the Ceding Company in connection with the Reinsured Contracts and similar variable indexed option riders issued by the Ceding Company.
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[***]

“Net Ceding Company Coinsurance Statutory Reserves” means, as of any date of determination, the Ceding Company Coinsurance Statutory Reserves minus the Financed Reserves as of such date.

“Net Settlement” has the meaning set forth in Section 3.3(a).
“Net Statutory-to-Economic Reserve Adjustment” means the Gross Statutory-to-Economic Reserve Adjustment less the Quota Share of Financed Reserves as of the Effective Date.
“Non-Guaranteed Elements” means the cost of insurance charges, credited interest rates, mortality and expense charges, administrative expense risk charges, lump sum payment options, policy loads, policyholder dividends, post-level term premiums and any other policy features that are subject to change by the Ceding Company, including those items set forth in Actuarial Standard of Practice 2-Non-Guaranteed Charges or Benefits for Life Insurance Policies and Annuity Contracts in effect as of the Effective Time and any successor rules for such Non-Guaranteed Elements as in effect from time to time.
“Non-Public Personal Information” means any non-public personally identifiable information concerning or relating to the Ceding Company’s past, current or prospective applicants, customers, clients, policy owners, contract holders, insureds, claimants, and beneficiaries of Reinsured Contracts or other contracts issued by the Ceding Company, and its representatives that is protected by applicable privacy laws, including (a) “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act, as amended, and implementing regulations, 15 U.S.C. § 6809(4); and (b) “Personal Information” as defined in the California Consumer Privacy Act of 2018 (Cal. Civ. Code Division 3, Part 4, Title 1.81.5); provided, that information that is otherwise publicly available shall not be considered “Non-Public Personal Information”; and, provided, further, that “Non-Public Personal Information” does not include de-identified personal data, (i.e., information that does not identify, or could not reasonably be associated with, an individual).
“Parties” has the meaning set forth in the preamble.
“Party” has the meaning set forth in the preamble.
“Permitted Accommodations” means ex gratia payments and modifications and waivers to the Reinsured Contracts, in each case made by or on behalf of the Ceding Company following the Effective Time that are permitted and result from the actions listed on Schedule N.
“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, joint-stock company, trust, governmental, judicial or regulatory body, business unit, division (including a segregated account or cell), association or organization or other entity.
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“Plan of Reorganization” means the Plan of Reorganization (including all attachments, amendments, and exhibits thereto) of The Equitable Life Assurance Society of the United States under Section 7312 of the New York Insurance Law, which was adopted by the Board of Directors of The Equitable Life Assurance Society of the United States on November 27, 1991.
“Policy Loan Balance” means, with respect to any date of determination, the amount of contract loans in respect of the Reinsured Contracts other than Regulatory Closed Block Policies, as of such date, to the extent such contract loans would be reflected in Line 6, column 1 of the “Assets” section of the Ceding Company’s Statutory Financial Statement (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023) under Ceding Company Domiciliary State SAP, net of any unearned policy loan interest on such loans but including any due and accrued interest thereon.
“Policyholder” means the holder of any Reinsured Contract.
“Post-Closing Date IMR Amount” means the amount of IMR, calculated on an after-tax basis, and determined in accordance with SAP applicable to the Reinsurer, that is created following the Closing Date with respect to the assets supporting the Quota Share of the Reinsured Liabilities ceded to the Reinsurer hereunder on a coinsurance basis, it being understood that all of the assets on deposit in the Trust Account shall be deemed to be assets supporting the Quota Share of the Reinsured Liabilities for purposes of determining the Post-Closing Date IMR Amount.
“Preliminary Estimated Closing Statement” have the meaning given to such term in the Master Transaction Agreement.
“Premium Taxes” means all taxes assessed in respect of the Premiums under the Reinsured Contracts by any Governmental Authority.
“Premiums” means premiums, considerations, policy loan repayments, deposits and similar amounts collected by or on behalf of the Ceding Company in respect of the Reinsured Contracts.
“Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of the Ceding Company or its Affiliates, responsible for writing, marketing, producing, selling or soliciting Reinsured Contracts.
“Program of Internal Replacement” has the meaning set forth in Section 4.7.
“Purchase Price Adjustment” means the amount set forth in the Ceding Company’s Closing Statement as the Purchase Price Adjustment determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement (which may be a positive or negative number).
“Qualified LOC Provider” means a bank that is (a) on the “List of Qualified U.S. Financial Institutions” established and maintained by the NAIC and (b) set forth on the Ceding Company’s list of approved letter of credit providers which is initially attached as Exhibit M hereto, which list must at all times contain at least three (3) banks and may be updated from time to time by the Ceding Company upon written notice to the Reinsurer (but not more than once in any 12 month period).
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“Quarterly Accounting Period” means each successive calendar quarters during the term of this Agreement or any fraction thereof, beginning at the Effective Time and ending on the Recapture Date or the date this Agreement is otherwise terminated in accordance with Article VIII, as applicable.
“Quota Share” means seventy-five percent (75%).
“RBC Ratio” means, with respect to any U.S. domiciled insurance or reinsurance company, subject to Section 6.3, the percentage equal to (a) the quotient of the Total Adjusted Capital of such insurance or reinsurance company divided by the Company Action Level RBC, multiplied by (b) 100; provided, that any calculation of the RBC Ratio as of the end of any calendar quarter other than the last day of a calendar year shall be based on such insurance company’s good faith estimate using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization.
(e)“Recapture Additional Payment Amount” [***].
“Recapture Date” has the meaning set forth in Section 8.3.
“Recapture Notice” has the meaning set forth in Section 8.3(a).
“Recapture Payment/Trust Funding Default” means there has been a failure by the Reinsurer (i) to timely pay any undisputed amounts due hereunder in an aggregate amount that, when added to the aggregate undisputed amounts that the Reinsurer has failed to fund in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e) that has not been cured, exceeds $[***]; or (ii) to timely fund the Trust Account in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e), in an aggregate undisputed amount that, when added to the aggregate amount of undisputed amounts that the Reinsurer has failed to timely pay that has not been cured, exceeds $[***], and, in each case of (i) and (ii), such failure has not been cured within [***] Business Days after written notice thereof from the Ceding Company.
“Recapture Terminal Settlement” has the meaning set forth in Section 8.4(b).
“Recapture Terminal Settlement Statement” has the meaning set forth in Section 8.4(b).
“Recapture Transaction IMR Adjustment” means (a) the amount of IMR, calculated on an after-tax basis, that would have been created on the date of payment of the Recapture Terminal Settlement as a direct result of the transfer of assets by the Reinsurer to the Ceding Company pursuant to Section 8.4(a) or (d), as applicable, determined in accordance with SAP applicable to the Reinsurer, if all such assets were withdrawn from the Trust Account in accordance with the terms thereof, less (b) the amount of the Recapture Transaction IMR Amount (without regard to the proviso therein).
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“Recapture Transaction IMR Amount” means the amount of the IMR, calculated on an after-tax basis, that is created on the date of payment of the Recapture Terminal Settlement as a direct result of the transfer of assets by the Reinsurer to the Ceding Company pursuant to Section 8.4(a) or (d), as applicable, determined in accordance with SAP applicable to the Reinsurer; provided, however, that if this Agreement is terminated by the Reinsurer pursuant to Section 8.3(b), and the Reinsurer elects to replace assets in the Trust Account with Alternate Eligible Assets for all or a portion of the payment of the Estimated Recapture Terminal Settlement pursuant to Section 8.4(a)(ii), the Recapture Transaction IMR Amount shall be (a) increased by the amount of the Recapture Transaction IMR Adjustment if such adjustment amount is a positive amount or (b) decreased by the absolute value of the Recapture Transaction IMR Adjustment if such adjustment amount is a negative amount.
“Recapture Triggering Event” means any of the following occurrences:
(a)the RBC Ratio of the Reinsurer as of any calendar quarter-end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is below [***]% and the Reinsurer fails to restore its RBC Ratio to at least [***]% within [***] calendar days following the Capital Reporting Deadline for such calendar quarter; provided that a Recapture Triggering Event under this item (a) shall be deemed to be no longer continuing from and after the date that the Reinsurer certifies to the Ceding Company that its RBC Ratio is equal to or greater than [***]% and provides the Ceding Company with reasonable evidence thereof in accordance with Section 3.9(b); provided, that if a Recapture Triggering Event under this clause (a) is cured on the basis of mid-quarter figures and the RBC Ratio of the Reinsurer as of the next quarter-end is below [***]%, such event shall immediately constitute a Recapture Triggering Event;
(b)a Recapture Payment/Trust Funding Default has occurred;
(c)the Reinsurer has been placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name is appointed for, or takes charge of, its assets or assumes control of its operations (each an “Insolvency Event”); or
(d)a Reserve Credit Triggering Event has occurred.
“Regulation 114 Assets” has the meaning set forth in Section 5.4.
“Regulatory Closed Block Liabilities” means the General Account Liabilities with respect to the Regulatory Closed Block Policies.
“Regulatory Closed Block Modco Account Adjustment” means the Quota Share multiplied by (A) the sum of (i) the current quarter Closed Block Residual Balance minus (ii) the prior quarter Closed Block Residual Balance and (B) negative one (-1).
“Regulatory Closed Block Policies” means the Reinsured Contracts included in the Closed Block (as defined in the Plan of Reorganization).
“Regulatory Closed Block Quarterly Settlement” has the meaning set forth in Section 3.7(d).
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“Regulatory Closed Block Statutory Reserves” means, as of any date of determination, the Total Liabilities (Line 28, Column 1 of the Liabilities of the Ceding Company's Statutory Statement of the Closed Block) in respect of the Regulatory Closed Block Policies.
“Reinstatement Procedures” means the policies and procedures of the Ceding Company as set forth on Schedule C-3 hereto for reinstating policies of the type reinsured hereunder.
“Reinsurance Premium” shall be an amount equal to $[***] plus the IFA as of the Effective Date.
“Reinsurance Recoverables” means all amounts recoverable from reinsurers under the Existing Reinsurance Agreements to the extent such amounts are reflected as admitted assets on the Ceding Company’s Statutory Financial Statements.

“Reinsurance Recoveries” means all amounts [***] by or on behalf of the Ceding Company under the Existing Reinsurance Agreements in respect of the Reinsured Contracts, including all recoveries, termination and recapture amounts (including amounts released to the Ceding Company from funds withheld accounts and modified coinsurance accounts), returns, amounts in respect of profit sharing and all other sums to which the Ceding Company may be entitled under the Existing Reinsurance Agreements, except to the extent such amounts collected under the Existing Reinsurance Agreements relate to Excluded Liabilities.

“Reinsured Contracts” means (a) all universal life insurance contracts, variable life insurance contracts, variable universal life insurance contracts, indexed universal life insurance contracts, corporate sponsored variable universal life insurance contracts, single premium life insurance contracts, level term and annual renewable term life insurance contracts, interest-sensitive whole life contracts, reduced paid-up insurance contracts, extended term insurance contracts, participating life insurance contracts and all contracts of the types described on Schedule C-1 issued on or prior to June 30, 2024 and listed in the seriatim file set forth in Schedule D, (b) reinstatements that are reinsured pursuant to Section 2.6, (c) all Discovered Contracts that have been reinsured pursuant to Section 2.7, subject to payment of the Discovered Contract Transfer Amount, in each case of (a), (b) and (c), including all binders, slips, individual certificates, applications therefor, supplements, endorsements, and riders thereto issued or entered into in connection with such contracts, including the long term care, accidental death benefit and disability waiver of premium riders described on Schedule C-1 and (d) all contracts in the Closed Block whether or not described on Schedule C-1 or set forth in Schedule D. For avoidance of doubt, riders and endorsements shall be considered included on Schedule C-1 only to the extent that the reserves for such riders and endorsements are included in the Final Closing Statement or the cashflow projections for such riders and endorsements are included in the Actuarial Appraisal, or to the extent that such riders and endorsements (i) modify, amend, alter or otherwise change the language of the base policy form to which they are attached or (ii) were automatically included with the base policy without voluntary election by the policyholder.

“Reinsured Liabilities” means, collectively, the General Account Liabilities and the Separate Account Liabilities.
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“Reinsured Risks” has the meaning set forth in Section 2.1.
“Reinsurer” has the meaning set forth in the preamble.
“Reinsurer Domiciliary State” means the State of Missouri, or, if the Reinsurer changes its domiciliary state to another state within the United States, such other state.
“Reinsurer Extra-Contractual Obligations” means (a) all Extra-Contractual Obligations to the extent arising out of affirmative acts (as distinguished from (i) omissions and (ii) for the avoidance of doubt, Reinsurer’s Recommendations) of Reinsurer or its Affiliates, (b) all Extra-Contractual Obligations to the extent arising out of acts, errors or omissions of the Ceding Company or its Affiliates taken at the express written direction of the Reinsurer (it being agreed, for the avoidance of doubt, that Reinsurer’s Recommendations shall not be considered directions of the Reinsurer), including to the extent arising in connection with [***], and (c) the Quota Share of Extra-Contractual Obligations to the extent arising out of a Contested Claim in which Reinsurer participates or which it controls in accordance with clauses (i) or (ii) of Section 4.8(b).
“Reinsurer Hedge Party” means [***].
“Reinsurer Indemnified Parties” has the meaning set forth in Section 9.2.
“Reinsurer’s Recommendations” has the meaning set forth in Section 2.8(b).
“Repositioning Period” means the period beginning on the Closing Date and ending 180 calendar days after the Closing Date.

“Representative” of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, stockholders or other equity holders or investors, consultants, independent accountants, investment bankers, counsel, advisors or other representatives of such Person and of such Person’s Affiliates.
“Required Balance” means, with respect to any date of determination, an amount equal to the sum of the following amounts as of such date of determination:
(a)the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves (it being agreed that, for any Monthly Accounting Period that does not end at the end of a calendar quarter, such amount shall be calculated by the Ceding Company using good faith estimates as of the end of such Monthly Accounting Period and shall be reported to the Reinsurer as part of the applicable Month-End Required Balance Report); plus
(b)the Unamortized IMR Amount; minus
(c)the Unamortized Net Statutory-to-Economic Reserve Adjustment; minus
(d)an amount equal to the Required Hedge Funding Balance; minus
(e)any amount then maintained in the Designated Administrative Account, minus
(f)the Reinsurance Recoverables, minus
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(g)any amount improperly withdrawn by the Ceding Company from the Trust Account, plus interest thereon at the Interest Rate; plus
(h)following the occurrence and during the continuation of (i) an FMV Payment/Trust Funding Default or a Reserve Credit Event (other than due to [***]), the Recapture Additional Payment Amount [***], (ii) an Insolvency Event, the Recapture Additional Payment Amount [***], and (iii) [***], the Recapture Additional Payment Amount [***]; plus
(i)[***]; plus
(j)[***]; plus
(k)the Duration Management Funding Adjustment; minus
(l)the Quota Share of the Policy Loan Balance; plus
(m)the Unamortized Purchase Price Adjustment,
each of (a) through (m), as of such date of determination.
“Required Hedge Funding Balance” means the aggregate Fair Market Value as of the applicable Calculation Date of the hypothetical portfolio of derivatives that replicates the Quota Share of embedded index risk associated with the index option on the individual universal life insurance policies included within the Reinsured Contracts as calculated by the Reinsurer pursuant to Section 5.11(b).
“Reserve Credit” means full statutory financial statement credit for the reinsurance ceded to the Reinsurer under this Agreement in the Ceding Company’s Statutory Financial Statements required to be filed by the Ceding Company with the Insurance Regulator in the Ceding Company Domiciliary State.
“Reserve Credit Event” means any event or circumstance that would cause the Ceding Company to not be permitted to receive Reserve Credit in the Ceding Company Domiciliary State [***].
“Reserve Credit Triggering Event” means that a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with the timeframe required in Section 5.1.
“Restricted Assets” has the meaning set forth in the Trust Agreement.
“Revenue Sharing Fees” has the meaning set forth in Section 3.2(b).
“SAP” means, with respect to either Party, the statutory accounting principles prescribed by the Insurance Regulator for the jurisdiction in which such insurance company is domiciled consistently applied.
“Securities Intermediary” has the meaning set forth in the Account Control Agreement.
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“Security Agreement” means that certain Security Agreement, by and between the Reinsurer Hedge Party and the Ceding Company, dated as of the date hereof.
“Security Incident” has the meaning set forth in Section 11.15(e).
“Separate Account Change” has the meaning set forth in Section 2.10(b).
“Separate Account Charges” has the meaning set forth in Section 3.2(b).
“Separate Account Liabilities” has the meaning set forth in Section 2.10.
“Separate Account Reserves” means, as of any date of determination, the aggregate amount of statutory reserves of the Ceding Company with respect to the Separate Account Liabilities (as would be described in Line 1, column 3 of the Liabilities section and Exhibit 3 of the Statutory Financial Statements related to separate accounts of the Ceding Company (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023)), calculated in accordance with the Ceding Company Domiciliary State SAP.
“Separate Accounts” means the registered and unregistered, insulated and uninsulated separate accounts of the Ceding Company to the extent applicable to the Reinsured Contracts, as identified in Schedule F, including the MSO Separate Account.
“Statutory Book Value” means the sum of (a) (x) with respect to any asset held in the Trust Account, the amount permitted to be carried by the Reinsurer as an admitted asset consistent with SAP applicable to the Reinsurer, consistently applied, and (y) with respect to any asset held in the Closed Block Modco Account or the MSO Separate Account, the amount permitted to be carried by the Ceding Company as an admitted asset consistent with SAP applicable to the Ceding Company, consistently applied plus (b) the accrued investment income on such asset.
“Statutory Financial Statements” means, with respect to any Person, the annual and quarterly statutory financial statements of such Person filed with the Insurance Regulator charged with supervision of such Person.
“Subject UL Policies” has the meaning set forth in the Recitals.
“Subject YRT Reinsurance Agreement” has the meaning set forth on Schedule I.
“Subject YRT Reinsurer” has the meaning set forth on Schedule I.
“[***] Reserve Financing” means Reinsurance Agreement between the Ceding Company and [***], effective [***].
[***]
“Tax” or “Taxes” has the meaning specified in the Master Transaction Agreement.
“Terminated Contract” has the meaning specified in Section 2.7(c).
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“Terminated Contract Transfer Amount” means with respect to each Terminated Contract (a) (i) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves inclusive of such Terminated Contract, minus (ii) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves excluding such Terminated Contract, determined as of the Effective Time, plus interest thereon calculated at the Interest Rate from the Effective Time to the date of such transfer, minus (b) the Quota Share of the Policy Loan Balance with respect to such Terminated Contract as of the Effective Time, plus (c) the Quota Share of Additional Consideration received by the Reinsurer in respect of such Terminated Contract at or after the Effective Time to the date of such payment, minus (d) the Quota Share of Reinsured Liabilities paid by the Reinsurer in respect of such Terminated Contract at or after the Effective Time to the date of such payment, in the case of (c) and (d) with interest thereon, calculated at the Interest Rate from the date of payment or receipt, as applicable, to the date of such payment.
“Termination Notice” has the meaning set forth in Section 8.3(b).
“Termination Triggering Event” means there has been a failure by the Ceding Company to timely pay any undisputed amounts due to the Reinsurer hereunder in an aggregate amount that exceeds $[***] and such failure has not been cured within [***] Business Days after written notice thereof from the Reinsurer.
“Third-Party Claim” has the meaning set forth in the Master Transaction Agreement.
“Total Adjusted Capital” means, with respect to any U.S. domiciled insurance company, as of any date of determination, total adjusted capital as calculated in accordance with the applicable Laws of such insurance company’s domiciliary state as of such date of determination.
“Transaction Agreements” means, collectively, this Agreement, the Master Transaction Agreement, the Trust Agreement, the Security Agreement, the Account Control Agreement and the Investment Management Agreement.
“Transaction IMR Amount” means the amount of the IMR, calculated on an after-tax basis, that is created on the Closing Date as a direct result of the transfer of assets by the Ceding Company to the Reinsurer pursuant to Section 3.1(a), determined in accordance with SAP applicable to the Ceding Company.
“Transfer Lag Adjustment” means the amount set forth in the Ceding Company’s Closing Statement as the Transfer Lag Adjustment determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement.
“Transferred Investment Assets” has the meaning set forth in the Master Transaction Agreement.
“Trust Account” means the trust account established by the Reinsurer for the benefit of the Ceding Company under the Trust Agreement.
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“Trust Account-Eligible Letters of Credit” means one or more irrevocable letters of credit that (a) are permitted to be deposited and held in the Trust Account for the purposes set forth in Section 5.9, (b) satisfy the requirements of a Credit for Reinsurance Letter of Credit except that the named beneficiary of such letter of credit shall be the Trustee (in its capacity as trustee under the Trust Agreement) rather than the Ceding Company and shall reflect such other modifications as may be reasonably requested by the Trustee as a condition to holding such letter of credit in the Trust Account provided such modifications do not impair the Ceding Company’s rights to instruct the Trustee to draw on such Trust Account-Eligible Letters of Credit pursuant to the terms of the Trust Agreement, (c) at the time the letter of credit was deposited into the Trust Account it was issued by a bank on the Ceding Company’s list of Qualified LOC Providers that was most recently provided to the Reinsurer and (d) and payable upon the issuing bank’s receipt of a notice that a specified event occurred, without the presentation of any other documents.
“Trust Agreement” means that certain Trust Agreement dated as of the date hereof by and among the Reinsurer, the Ceding Company and the Trustee, substantially in the form attached as Exhibit 2.
“Trustee” means the trustee under the Trust Agreement.
“Unamortized IMR Amount” means, as of any date of determination, (a) the Quota Share of the Existing IMR Amount which remains unamortized as of such date as set forth on Schedule J-1, plus (b) the Transaction IMR Amount which remains unamortized as of such date as set forth on Schedule J-2 (as Schedules J-1 and J-2 are updated in accordance with Section 2.13), plus (c) the Post-Closing Date IMR Amount which remains unamortized as of such date.
“Unamortized Net Statutory-to-Economic Reserve Adjustment” means, as of any date of determination, an amount equal to the portion of the Net Statutory-to-Economic Reserve Adjustment as reflected in the Ceding Company’s Final Closing Statement that is unamortized as of such date, which amortization shall begin on the Effective Time and shall amortize to zero monthly on a straight-line basis over a [***] year period.
“Unamortized Purchase Price Adjustment” means, as of any date of determination, an amount equal to the portion of the Purchase Price Adjustment as reflected in the Ceding Company’s Final Closing Statement that is unamortized as of such date, which amortization shall begin on the Effective Time and shall amortize to zero monthly on a straight-line basis over a [***] year period.
“VIO Separate Account” means all Separate Accounts of the Ceding Company, excluding any MSO Separate Accounts.
Article II.

BASIS OF REINSURANCE AND BUSINESS REINSURED
Section 2.1.Coverage. Upon the terms and subject to the conditions and other provisions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to reinsure and indemnify the Ceding Company (a) on a coinsurance basis, the Quota Share of the General Account Liabilities (other than the Regulatory Closed Block Liabilities) and (b) on a modified coinsurance basis, the Quota Share of (i) the Separate Account Liabilities, including the MSO Liabilities and (ii) the Regulatory Closed Block Liabilities, in each case, (x) arising on or after the Effective Time with respect to all Reinsured Contracts other than Regulatory Closed Block Policies and (y) whether arising before, on or after the Effective Time with respect to all Regulatory Closed Block Policies that have not been paid prior to the Effective Time (collectively, the “Reinsured Risks”).
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The reinsurance effective under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or recaptured as provided herein. For the avoidance of doubt, the Reinsurer shall have no Liability for Excluded Liabilities.
Section 2.2.Insurance Contract Changes.
(a)Except (a) as directed or agreed by the Reinsurer in advance in writing, (b) for any changes initiated by the applicable Policyholder of any Reinsured Contract pursuant to the terms of such Reinsured Contract or (c) for any changes mandated by any Governmental Authority or any changes that are required as a result of a change in applicable Law, the Ceding Company shall not change the terms of any Reinsured Contract. This Section 2.2 shall not apply to any changes to Non-Guaranteed Elements, which shall be governed exclusively by Section 2.8.
(b)The Parties agree and acknowledge that the policies set forth on Schedule D as originally attached to this Agreement are the Reinsured Contracts in-force as of June 30, 2024, and that during the first sixty (60) calendar days following the Closing Date, the Ceding Company will prepare and deliver to the Reinsurer an updated version of Schedule D that has been updated to reflect the Reinsured Contracts in-force as of the Effective Time. The Reinsurer shall have sixty (60) calendar days after the date on which the updated Schedule D is delivered to it to review such schedule, and the provisions of Section 2.04(e) of the Master Transaction Agreement shall apply mutatis mutandis. Following the Parties’ agreement on the updated schedule, the Parties will attach such updated schedule to this Agreement as Schedule D, which updated schedule will replace Schedule D as originally attached to this Agreement; provided that, such final Schedule D shall have no effect on the definition or scope of Excluded Liabilities or the exclusion under this Agreement for Excluded Liabilities as so defined.
Section 2.3.Liability. Subject to the terms and conditions of this Agreement, the Reinsurer’s liability under this Agreement shall attach as of the Effective Time and the Reinsurer’s liability under this Agreement shall be subject in all respects to the same terms, rates and conditions with respect to the Reinsured Contracts as the Ceding Company, and, to the same modifications, alterations and cancellations of the Reinsured Contracts as the Ceding Company, the true intent of this Agreement being that the Reinsurer shall, subject to the express terms and conditions of this Agreement, follow the fortunes of the Ceding Company with respect to the Reinsured Liabilities. Nothing in the preceding sentence shall be construed or interpreted to expand, or otherwise increase, the Reinsurer’s liability hereunder in any manner beyond that expressly set forth in this Agreement.
Section 2.4.Indemnity Reinsurance. This Agreement is an indemnity coinsurance agreement solely between the Ceding Company and the Reinsurer, and the performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The Ceding Company shall be and shall remain the only Party hereunder that is liable to any insured, Policyholder, claimant or beneficiary under any policy reinsured hereunder.
Section 2.5.Territory. The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts.
Section 2.6.Reinstatements.
(a)If any Reinsured Contract that has lapsed after the Effective Date is subsequently reinstated prior to the termination of this Agreement in accordance with the Reinstatement Procedures set forth on Schedule C-3, or as otherwise required by applicable Law or directed by a Governmental Authority, the reinsurance for such Reinsured Contract under this Agreement shall be reinstated automatically. The Ceding Company shall pay the Reinsurer the Quota Share of all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Contract.
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(b)With respect to any life policies issued by the Ceding Company prior to July 1, 2024 and of a type described in Schedule C-1 that lapsed prior to the Effective Time and is subsequently reinstated on or after the Effective Time and prior to the termination of this Agreement in accordance with the Reinstatement Procedures set forth on Schedule C-3, the reinsurance for such policy under this Agreement shall become effective automatically upon its reinstatement. In each case, the Ceding Company shall transfer into the Trust Account, in connection with the effectiveness of the reinsurance hereunder with respect to any such reinstatement, cash and/or Eligible Assets having a Fair Market Value equal to (i) without duplication of amounts in clause (ii), the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves attributable to such Reinsured Contract determined as of the date of reinstatement to the extent the calculation of the Initial Premium as finally determined and transferred to the Reinsurer did not reflect inclusion of the lapsed policy, plus (ii) the Quota Share of all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Contract.
Section 2.7.Discovered In-Force Policies and Lapsed Policies.
(a)If, after the Closing Date, the Ceding Company becomes aware of any Discovered Contracts within twelve (12) months of the Closing Date, the Parties shall cooperate in good faith to include such Discovered Contract as a Reinsured Contract as though it had originally been included as such as of the Effective Time; provided that (i) any Discovered Contract for which the Ceding Company has provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Contract will be deemed a Reinsured Contract without any further action from the Parties; (ii) for any Discovered Contracts for which the Ceding Company has not provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Contract, the Ceding Company shall transfer to the Trust Account cash and/or other Eligible Assets having a Fair Market Value equal to the Discovered Contract Transfer Amount with respect to such Discovered Contracts within five (5) Business Days after the calculation thereof; (iii) to the extent the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves for Discovered Contracts in the aggregate is equal to or less than $[***], such Discovered Contracts shall be reinsured under this Agreement without the consent of the Reinsurer; (iv) if the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves for Discovered Contracts in the aggregate exceeds $[***], such Discovered Contracts that result in the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves exceeding $[***] shall be reinsured under this Agreement only with the prior written consent of the Reinsurer; and (v) to the extent the aggregate face amount attributable to Discovered Contracts under this Agreement is equal to or exceeds $[***], such Discovered Contracts that have a face amount in excess of such amount shall be reinsured under this Agreement only with the prior written consent of the Reinsurer.
(b)If, at any time following the Closing Date, either the Ceding Company or the Reinsurer finds that a policy listed on Schedule D had terminated prior to the Effective Time (a “Terminated Contract”), such Party shall promptly notify the other Party in writing of the existence of such Terminated Contract. Any Terminated Contract discovered during such period shall be deemed to be removed from Schedule D. The Ceding Company shall calculate the Terminated Contract Transfer Amount for such Terminated Contract. The Reinsurer shall transfer to the Ceding Company cash and/or other Eligible Assets having a Fair Market Value equal to such Terminated Contract Transfer Amount with the next monthly settlement after the calculation thereof. The effective date with respect to the transfer of any Terminated Contract pursuant to this Section 2.7(b) shall be the date assets in the relevant amount in respect thereof are transferred by the Reinsurer to the Ceding Company.
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Section 2.8.Non-Guaranteed Elements.
(a)The Ceding Company shall establish all Non-Guaranteed Elements in accordance with (i) the Ceding Company’s methodologies and procedures in effect as of the Effective Date as set forth on Schedule L or as otherwise contemplated on Schedule L and (ii) all Non-Guaranteed Elements that are not addressed on Schedule L in accordance with its historical practice regarding such Non-Guaranteed Elements and consistent with the written terms of the Reinsured Contracts, applicable Law, and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges, in each case of (i) and (ii) unless otherwise required by applicable Law. The Reinsurer is entering into this Agreement in reliance on the foregoing.
(b)The Ceding Company shall consult with the Reinsurer on the setting of Non-Guaranteed Elements prior to making any material changes thereto. From and after the Closing Date, the Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply with the written terms of the Reinsured Contracts, applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges (“Reinsurer’s Recommendations”). The Ceding Company shall fully consider any such Reinsurer’s Recommendations and act reasonably and in good faith in determining whether any such Reinsurer’s Recommendations should be accepted; provided that the Ceding Company is not required to implement any of Reinsurer’s Recommendations.
(c)Notwithstanding anything in this Section 2.8, with respect to the Reinsured Contracts ceded under the Subject YRT Reinsurance Agreement, the Ceding Company and the Reinsurer shall consult in good faith to determine whether to follow the recommendations of the Subject YRT Reinsurer with respect to the setting of post-level term premium rates under such Reinsured Contracts, and the Ceding Company shall not follow such recommendations without the Reinsurer’s consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Ceding Company does not follow any such recommendation, the provisions in Section 2.11(b) shall apply to determine the course of conduct (e.g., accept the resulting reinsurance premium rate increase or recapture the business reinsured) to be taken by the Ceding Company under the Subject YRT Reinsurance Agreement as result of such election.
Section 2.9.Retrocession. The Reinsurer shall be permitted to retrocede or otherwise transfer to any Person all or any portion of the Reinsured Risks; provided that no such retrocession or transfer shall relieve the Reinsurer of any of its obligations under this Agreement or any other Transaction Agreement. Notwithstanding anything in this Agreement to the contrary, the Reinsurer shall not retrocede Reinsured Risks to any Captive Reinsurer.
Section 2.10.Separate Accounts.
(a)Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount allocated to the Separate Accounts in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms of such Reinsured Contracts. From and after the Closing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall transfer to the Ceding Company for deposit into the Separate Accounts the Quota Share of any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid or provided for pursuant to the Net Settlement. All amounts to be paid with respect to death benefits, surrenders, periodic payments, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the terms of such Reinsured Contracts contemplate payment from the Separate Accounts (the “Separate Account Liabilities”) shall be paid out of the Separate Accounts to the extent so contemplated. For the avoidance of doubt, the Ceding Company shall withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts. As of the Closing Date, in accordance with Section 3.1(d) below, the Parties will record on their respective books and records an initial modified coinsurance reserve adjustment to the extent necessary to reflect the cession of the Quota Share of the Separate Account Liabilities hereunder on a modified coinsurance basis.
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(b)Except as consented to in writing by the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed) or as required by a vote of Policyholders, neither the Ceding Company nor its Affiliates (unless such Affiliates are required to so act under applicable Law (including, without limitation, common law or statutory fiduciary duties)) shall initiate, consent to or otherwise permit a change to the investment options or underlying investment funds available through the Separate Accounts under the Reinsured Contracts or the terms or conditions of any agreements between the Ceding Company and a variable investment trust or other investment vehicle offered as an investment option in the Separate Accounts with respect to the Reinsured Contracts (including any plan of operations for any Separate Accounts) that at the time of such change is reasonably expected to result in, in the aggregate with respect to the Reinsured Contracts, and considering all positive and adverse effects thereof on the Reinsurer, a non-de minimis reduction in the Revenue Sharing Fees payable to the Reinsurer (each, a “Separate Account Change”), other than for any Separate Account Change required by the terms of such Reinsured Contracts, any Governmental Order or any applicable Law, in which case the Ceding Company shall, to the extent practicable and legally permissible, consult with the Reinsurer as to any such Separate Account Change. The Parties agree that any actions taken by the board of directors, trustees or beneficial owners of an investment vehicle or investment option offered in a Separate Account shall not be subject to any right of the Reinsurer to consent to, or be consulted with respect to, such action, except to the extent the Ceding Company or any of its Affiliates (unless such Affiliates may not give effect to such Reinsurer consent or consultation right under applicable Law (including, without limitation, common law or statutory fiduciary duties)) has a right to consent to, or be consulted with respect to, such action.
Section 2.11.Existing Reinsurance.
(a)[***].
(b)From and after the Effective Time, except as required to comply with applicable Law, the Ceding Company shall not voluntarily amend, terminate or recapture any Existing Reinsurance Agreement with respect to the Reinsured Contracts or enter into any new reinsurance agreement that would constitute an Existing Reinsurance Agreement with respect to any of the Reinsured Contracts without the Reinsurer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, where by operation of the terms and conditions of any Existing Reinsurance Agreement, the Ceding Company is required to select one amongst two or more courses of conduct (e.g., accept a reinsurer’s rate increase or recapture the business reinsured), the Reinsurer shall not be permitted to withhold its consent to both courses of conduct (e.g., the Reinsurer must consent to one) and as to the selection of which course of conduct, the Parties shall consult in good faith to reach agreement on a mutually acceptable decision as to the course of conduct to be selected. [***].
(c)For the avoidance of doubt, the Quota Share of all liabilities ceded under the terms of any Existing Reinsurance Agreement, as shall be terminated or recaptured or as may be reduced or altered to reflect any amendment of such Existing Reinsurance Agreement as permitted by Section 2.11(b), shall be ceded automatically hereunder to the Reinsurer without any further action, subject to the receipt by the Reinsurer of the Quota Share of any recapture or termination payments received by the Ceding Company in respect thereof.
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(d)Nothing contained in this Section 2.11 shall be construed as prohibiting the Ceding Company from ceding its net retention to its Affiliates as permitted by Section 2.12 of this Agreement.
Section 2.12.Net Retention.
(a)The Ceding Company and its Affiliates (provided that each such Affiliate is a direct or indirect wholly-owned subsidiary of the same Person that directly or indirectly wholly-owns the Ceding Company, and only for so long as such Affiliate(s) satisfies the foregoing criteria), in the aggregate, shall retain, net for their own account (and not reinsured or retroceded other than to Affiliates that satisfy the foregoing criteria applicable to Affiliates), not less than [***]% of each of the General Account Liabilities, Separate Account Liabilities and the Regulatory Closed Block Liabilities.
(b)[***].
Section 2.13.Existing IMR Amount; Transaction IMR Amount. The Parties agree that (a) the amortization of the Existing IMR Amount and the Transaction IMR Amount set forth on Schedules J-1 and J-2, respectively, attached to this Agreement reflects estimated information as of the close of business on the Business Day immediately preceding the Closing Date, (b) the Ceding Company shall provide updated Schedules J-1 and J-2, in each case, reflecting information as of the Closing Date no later than five (5) Business Days following finalization of the Final Closing Statement (as defined in the Master Transaction Agreement) pursuant to Section 2.04 of the Master Transaction Agreement, and (c) such updated schedules shall be attached to this Agreement and replace Schedules J-1 and J-2 as originally attached to this Agreement. Until such time as Schedules J-1 and J-2 are updated in accordance with this Section 2.13, clauses (a) and (b) of the calculation of Unamortized IMR Amount used in the calculation of the Required Balance shall be calculated using Schedules J-1 and J-2 as originally attached to this Agreement.
Section 2.14.Conversions, Exchanges and Replacements. In the event of an exchange, conversion or replacement of a Reinsured Contract after the Effective Time in accordance with the terms of such Reinsured Contract, such exchange, conversion or replacement shall be treated as a lapse of such Reinsured Contract for purposes of this Agreement and the policy issued in connection with such exchange, conversion or replacement shall not be considered a Reinsured Contract or otherwise reinsured under this Agreement.
Article III.

PAYMENTS; ADDITIONAL CONSIDERATION
Section 3.1.Initial Premium.
(a)As initial consideration for the Reinsurer entering into this Agreement (the “Initial Premium”), the Reinsurer shall be entitled to cash and/or Eligible Assets having an aggregate Fair Market Value as of the Closing Date equal to the sum of:
(i)the Reinsurance Premium, minus
(ii)the Quota Share of the Policy Loan Balance as of the Effective Time, plus
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(iii)the Purchase Price Adjustment; plus
(iv)the Transfer Lag Adjustment; plus
(v)the Adjustment for FMV of IUL Product.
(b)On the Closing Date, the Ceding Company shall transfer to the Trust Account, on behalf of the Reinsurer, the Transferred Investment Assets in an amount equal to the Estimated Initial Premium pursuant to Section 2.03 of the Master Transaction Agreement and as set forth in the Estimated Closing Statement delivered thereunder. To the extent required pursuant to Section 5.2(b), the Reinsurer shall deposit additional Eligible Assets into the Trust Account concurrent with the Closing. Each of the Initial Premium, Transferred Investment Assets and Initial Required Balance will be estimated, determined, adjusted and paid in accordance with Article II of the Master Transaction Agreement.
(c)The Ceding Company and the Reinsurer agree that (i) the Quota Share of the Existing IMR Amount (as of the Closing Date), (ii) the Transaction IMR Amount (as of the Closing Date) and (iii) the Unamortized IMR Amount (as set forth on Schedules J-1 and J-2, respectively, as of the relevant date of determination) shall be ceded to and held by the Reinsurer, and the Ceding Company shall have no obligation during the term of this Agreement to maintain any IMR relating to the Existing IMR Amount, the Transaction IMR Amount or the Post-Closing Date IMR Amount.
(d)As additional consideration for the reinsurance by the Reinsurer of the Quota Share of the Separate Account Liabilities under this Agreement, on the Closing Date, the Ceding Company shall transfer to the Reinsurer an amount equal to the net of (i) minus (ii) where (i) is an amount equal to the Quota Share of the Separate Account Liabilities as of the Effective Time and (ii) is an Initial Modco Reserve Adjustment. The “Initial Modco Reserve Adjustment” shall be equal to the Quota Share of the Separate Account Liabilities as of the Effective Time.
Section 3.2.Additional Consideration. As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to the Quota Share of the following amounts (except to the extent such amounts directly arise from a Ceding Company Extra-Contractual Obligation) received at or after the Effective Time by the Ceding Company in respect of the Reinsured Contracts (the “Additional Consideration”):
(a)Premiums;
(b)(i) mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Ceding Company, and any other charges, fees, and similar amounts received by the Ceding Company from the Separate Accounts with respect to the Reinsured Contracts, (ii) all revenue sharing fees, service fees, distribution fees and other amounts from or in respect of any mutual fund organization’s mutual funds as funding vehicles to the extent attributable to the Reinsured Contracts received by the Ceding Company or any of its Affiliates, including amounts received pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, minus the amount of (1) the administrative fees set forth on Schedule K, which are currently being paid to Equitable Investment Management LLC, and (2) the sub-advisory fees and fund reimbursements incurred by the Ceding Company or its Affiliates with respect to such mutual funds and attributable to the Reinsured Contracts (all fees payable under clause (ii) of this Section 3.2(b), “Revenue Sharing Fees”), and (iii) all other amounts received by the Ceding Company with respect to the Reinsured Contracts (other than those described in clauses (i) or (ii) or with respect to Ceding Company Extra-Contractual Obligations) (collectively, the “Separate Account Charges”);
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(c)Without duplication of amounts in clauses (a) or (b) of this Section 3.2, all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the Reinsured Contracts; and
(d)Reinsurance Recoveries.
Section 3.3.Net Settlement.
(a)During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1, shall be delivered by the Ceding Company to the Reinsurer no later than eighteen (18) Business Days following the end of such Monthly Accounting Period; [***]. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within twenty (20) days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within twenty (20) days after its receipt of the Monthly Settlement Statement for such period.
(b)the Net Settlement with respect to each Monthly Accounting Period (or, with respect to items (vii) through (ix) below, each Quarterly Accounting Period) shall be an amount equal to the following (without duplication):
(i)the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus
(ii)the Quota Share of the Reinsured Liabilities paid by the Ceding Company during such Monthly Accounting Period; plus
(iii)the Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Monthly Accounting Period; minus
(iv)the Expense Allowances for such Monthly Accounting Period; minus
(v)the Quota Share of all amounts payable to Producers with respect to the Reinsured Contracts and described on Schedule Q; minus
(vi)the Quota Share of Allocated Premium Taxes; minus
(vii)the Quota Share of the MSO Modco Reserve Adjustment, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus
(viii)the Quota Share of the MSO Hedge P&L, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus
(ix)the Regulatory Closed Block Quarterly Settlement, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the first month following the calendar quarter for which such Regulatory Closed Block Quarterly Settlement is being calculated; minus
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(x)the Modco Reserve Adjustment with respect to such Monthly Accounting Period as described in Section 3.11.
Section 3.4.Delayed Payments. If there is a delayed settlement of any payment due hereunder, interest will accrue on such overdue payment at the Interest Rate until settlement is made. For purposes of this Section 3.4, a payment will be considered overdue, and such interest will begin to accrue, on the first day immediately following the date such payment is due. For greater clarity, a payment shall be deemed to be due hereunder on the last date on which such payment may be timely made under the applicable provision.
Section 3.5.Defenses. The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.
Section 3.6.Offset. Except as otherwise provided under applicable Law, any undisputed debits or credits incurred between the Parties on and after the Effective Time in favor of or against either the Ceding Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits, as the case may be, and shall be set off or recouped, and only the net balance shall be allowed or paid. In the event of any liquidation, insolvency, rehabilitation, conservatorship or comparable proceeding by or against the Ceding Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 3.6 shall apply to the fullest extent permitted by applicable Law.
Section 3.7.Establishment of the Regulatory Closed Block Modco Account.
(a)On the Closing Date, the Ceding Company shall establish a notional modified coinsurance account (the “Closed Block Modco Account”) and allocate thereto all cash and investment assets allocated to the Closed Block on the Closing Date (the “Initial Closed Block Assets”). From and after the Closing Date, the Ceding Company shall continue to allocate to the Closed Block Modco Account all cash and investment assets allocated to the Closed Block in accordance with the Plan of Reorganization (the Initial Closed Block Assets and all other cash and investment assets allocated to the Closed Block Modco Account pursuant to this Agreement, the “Closed Block Reinsurance Assets”). The Ceding Company will maintain the Closed Block Modco Account and will retain, control and own all Closed Block Reinsurance Assets.
(b)The Closed Block Reinsurance Assets shall be invested by the Ceding Company or by an investment manager appointed by the Ceding Company in accordance with the Plan of Reorganization.
(c)Assets in the Closed Block Modco Account may be withdrawn and applied by the Ceding Company or any successor of the Ceding Company by operation of law without diminution because of insolvency on the part of the Ceding Company or the Reinsurer solely for the purposes of discharging the Regulatory Closed Block Liabilities.
(d)The Monthly Settlement Statement delivered in respect of the first month following each calendar quarter shall include a settlement for amounts due with respect to such calendar quarter related to the Regulatory Closed Block Policies and the Closed Block Modco Account in the form set forth on Schedule T (the “Regulatory Closed Block Quarterly Settlement”).
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(e)The Regulatory Closed Block Quarterly Settlement with respect to each Monthly Accounting Period for which it is due shall be an amount equal to the following:
(1)The Regulatory Closed Block Modco Account Adjustment; plus
(2)The Closed Block Quarterly Residual Investment Income for the current quarter; minus
(3)The Expense Allowance allocated to the Regulatory Closed Block Policies for the current calendar quarter.
(f)If any Regulatory Closed Block Quarterly Settlement is positive, such amount shall be credited to the Reinsurer in accordance with Section 3.3(b). If any Regulatory Closed Block Quarterly Settlement is negative, the absolute value of such amount shall be credited to the Ceding Company in accordance with Section 3.3(b).
Section 3.8. MSO Modco Account.
(a)On the Closing Date, the Ceding Company shall establish a modified coinsurance account (the “MSO Modco Account”) and allocate thereto (i) the MSO Hedges and (ii) the MSO Investment Assets having, in aggregate, a Fair Market Value (in the case of the MSO Hedges) and a Statutory Book Value (in the case of the MSO Investment Assets) equal to the MSO Reserves as of the Effective Time. From and after the Closing Date, the Ceding Company shall maintain in the MSO Modco Account, MSO Hedges and MSO Investment Assets having, in aggregate, a Fair Market Value (in the case of the MSO Hedges) and a Statutory Book Value (in the case of the MSO Investment Assets) equal to the MSO Reserves, as determined as often as agreed by the Parties but no less frequently than quarterly in accordance with this Agreement. For greater clarity, the MSO Modco Account shall consist of (x) an account established by the Ceding Company within its general account or the MSO Separate Account, to which the MSO Hedges shall be credited and (y) an account established by the Ceding Company within the MSO Separate Account, to which the MSO Investment Assets shall be credited. The Ceding Company will maintain the MSO Modco Account and will retain, control and own all MSO Assets.
(b)At the end of each Quarterly Accounting Period, the Ceding Company shall calculate the MSO Modco Reserve Adjustment for such Quarterly Accounting Period (each, a “MSO Modco Reserve Adjustment”) in an amount equal to:
(i)the MSO Reserves as of the end of the Quarterly Accounting Period; minus
(ii)the MSO Reserves as the beginning of such Quarterly Accounting Period; minus
(iii)the MSO Modco Investment Credit.
(c)If any MSO Modco Reserve Adjustment is positive, the Quota Share of such amount shall be credited to the Ceding Company in accordance with Section 3.3(b). If any MSO Modco Reserve Adjustment is negative, the Quota Share of the absolute value of such amount shall be credited to the Reinsurer in accordance with Section 3.3(b).
(d)The Ceding Company shall purchase and manage MSO Hedges and MSO Investment Assets in good faith and in accordance with the plan of operations for the MSO Separate Account and the MSO Investment Guidelines; provided, however, that the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with regard to the management of MSO Hedges and/or MSO Investment Assets (including directing purchases and dispositions) (provided that such directions conform to the MSO Investment Guidelines) as follows:
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(i)If the Ceding Company has breached the MSO Investment Guidelines and has failed to cure such breach within ten (10) days following written notice from the Reinsurer, then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time as the MSO Hedges and MSO Investment Assets comply with the MSO Investment Guidelines for three (3) consecutive Monthly Accounting Periods;
(ii)if, during any two (2) consecutive Quarterly Accounting Periods, the MSO Investment Assets Net Cash Flow is less than [***], then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time (if any) that the MSO Investment Assets Net Cash Flow exceeds [***] for two (2) consecutive Quarterly Accounting Periods; and
(iii)if the Quota Share of the MSO Reserves exceeds $[***], then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time as the Quota Share of the MSO Reserves does not exceed $[***].
(iv)The Reinsurer’s rights set forth in clause (i) above shall be without limitation of its rights under this Agreement or applicable Law due to a breach by the Ceding Company of the MSO Investment Guidelines.
Section 3.9.Reports from the Reinsurer.
(a)With respect to quarters other than the last quarter of a calendar year, the Reinsurer shall provide to the Ceding Company, by the relevant Capital Reporting Deadline, a certification of an officer of the Reinsurer certifying the RBC Ratio of the Reinsurer as of the last day of the immediately preceding calendar quarter based on the Reinsurer’s good faith estimate using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization, of its RBC Ratio as of the last day of the immediately preceding calendar quarter. Such quarterly certifications of the Reinsurer’s RBC Ratio may be estimated and expressed in [***]% ranges (e.g., between [***]% - [***]%); provided, however, that if the Reinsurer’s RBC Ratio is below [***]%, such certification shall be expressed to the nearest [***]%. With respect to the last quarter of a calendar year, the Reinsurer shall provide to the Ceding Company, by the relevant Capital Reporting Deadline, a certification of an officer of the Reinsurer certifying the actual RBC Ratio of the Reinsurer as calculated by the Reinsurer as of the last day of the immediately preceding calendar year or, if the Reinsurer has not delivered its actual RBC Ratio to the applicable Insurance Regulator by the relevant Capital Reporting Deadline, then (i) the Reinsurer shall, by the relevant Capital Reporting Deadline, certify its RBC Ratio to the Ceding Company as of the last day of the immediately preceding calendar year based on its good faith estimate thereof using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization, along with an explanation in reasonable detail of why the Reinsurer was unable to certify as to its actual RBC Ratio, and (ii) promptly following delivery of its actual RBC Ratio to the applicable Insurance Regulator, the Reinsurer shall deliver a certification of an officer of the Reinsurer certifying the actual RBC Ratio of the Reinsurer as calculated by the Reinsurer as of the last day of the immediately preceding calendar year. In addition, if the RBC Ratio of the Reinsurer as of any calendar quarter-end is below the RBC Ratio set forth in clause (b) or clause (d) of the definition of “FMV Required Balance” or below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” and has been cured, the Reinsurer shall provide to the Ceding Company evidence that such shortfall has been cured. In the event the Reinsurer fails to provide a certificate when required pursuant to this Section 3.9(a) and such failure has not been cured within [***] Business Days after receipt of notice of such failure from the Ceding Company, the RBC Ratio of the Reinsurer shall be deemed to be less than the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” until such time as the Reinsurer delivers a certification of an officer of the Reinsurer certifying the RBC Ratio of the Reinsurer as of the last day of the immediately preceding calendar quarter, at which time Reinsurer’s RBC Ratio shall cease to be deemed to be less than such threshold.
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(b)Each Party shall provide prompt written notice to the other Party of the occurrence of any FMV Triggering Event or Recapture Triggering Event after it becomes aware of such occurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether an FMV Triggering Event or Recapture Triggering Event has occurred or is likely to occur.
(c)Promptly after the Ceding Company’s request, the Reinsurer shall provide to the Ceding Company a copy of the Reinsurer’s most recent annual and quarterly Statutory Financial Statement and a copy of its most recent annual audited Statutory Financial Statement, along with the audit report thereon, in each case, that have been filed with the insurance regulatory authority in the Reinsurer’s state of domicile.
(d)At the Ceding Company’s reasonable request, the Reinsurer shall meet with the Ceding Company and its Representatives upon reasonable notice and during business hours and for a reasonable period of time, and will provide to the Ceding Company additional financial and operational materials, as well as access to the Reinsurer’s senior financial officers, on (i) the Reinsurer’s then-current financial condition and continuing creditworthiness and (ii) the Reinsurer’s valuation and other information requested by the Ceding Company with respect to the assets held in the Trust Account, provided such requests and access do not unreasonably interfere with the conduct of the business of the Reinsurer (including its relationships with its Insurance Regulators). In addition, upon any reasonable request from the Ceding Company or its Representatives, subject to the Ceding Company’s or such Representatives adhering to the Reinsurer’s generally applicable documented confidentiality and security processes and procedures, the Reinsurer shall (1) provide to the Ceding Company and its Representatives reasonable access during normal business hours to the Reinsurer’s books and records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or Ceding Company’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of the Reinsurer (including its relationships with its Insurance Regulators), and (2) permit the Ceding Company and its Representatives to inspect and photocopy such books and records at their own cost. Nothing herein shall (x) require the Reinsurer to disclose any information to the Ceding Company or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which the Reinsurer or any of its Affiliates is a party); it being understood that the Reinsurer shall use its reasonable best efforts to enable such information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Ceding Company on mutually agreeable terms) or (y) require the Reinsurer to disclose its Tax records or any personnel or related records (except with respect to Premium Taxes and similar Taxes related to the Reinsured Contracts).
Section 3.10.Reports from the Ceding Company.
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(a)For so long as this Agreement remains in effect, the Ceding Company shall provide to the Reinsurer the reports set forth on Schedule H (“Ceding Company Reports”) in form and substance accurate and complete in all material respects, and within the applicable time periods listed therein; [***].
(b)If the Ceding Company Reports for the Monthly Accounting Period that ends immediately after the Interim Reporting Period do not satisfy the Key Performance Indicators set forth on Schedule H, then such failure shall be considered a “KPI Failure”. In such event, Ceding Company Reports delivered by the Ceding Company for subsequent Monthly Accounting Periods shall be tested against the Key Performance Indicators and, if such Ceding Company Reports for a Monthly Accounting Period do not satisfy the Key Performance Indicators, each such failure with respect to Ceding Company Reports for a Monthly Accounting Period shall be considered a separate “KPI Failure.” Notwithstanding anything in this Section 3.10(b) to the contrary, following the Interim Reporting Period, upon the delivery of Ceding Company Reports for a Monthly Accounting Period where such Ceding Company Reports satisfy the Key Performance Indicators, the failure of Ceding Company Reports delivered for subsequent Monthly Accounting Periods to satisfy the Key Performance Indicators shall not be considered a “KPI Failure”.
(c)The Ceding Company shall prepare any other reports reasonably requested by the Reinsurer in connection with the Reinsured Contracts and Reinsured Liabilities, so long as the Ceding Company has the general ability to produce such other reports as reasonably determined by the Ceding Company with reference to its then current operations (“Additional Reports”). Except to the extent that the Ceding Company prepares such Additional Reports in the ordinary course of business, the Reinsurer shall reimburse the Ceding Company for any actual costs the Ceding Company incurs in preparing any such Additional Reports. Any Additional Reports required to be prepared by the Ceding Company shall be prepared and delivered to the Reinsurer within the time agreed by the Parties.
(d)The Ceding Company Reports and Additional Reports shall be prepared (a) using a standard of care and policies and procedures that are in all material respects at least as stringent as that employed by the Ceding Company for its other similar reinsured business, (b) in accordance with the terms and conditions of this Agreement, and (c) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances. At the request of the Reinsurer, the Ceding Company and the Reinsurer shall meet, either in person or telephonically, from time to time as necessary or appropriate to discuss the Ceding Company Reports and Additional Reports, as applicable, to ensure that such reports are prepared in accordance with the applicable standards and contain materially complete and accurate data.
(e)Each such Ceding Company Report or Additional Report, as applicable, delivered to the Reinsurer pursuant to this Section 3.10 shall be accompanied by a certification of an officer of the Ceding Company certifying that the information and data set forth therein was, to the knowledge of such officer, accurate and complete in all material respects as of the date prepared. Notwithstanding anything in this Agreement to the contrary, the Ceding Company shall not be responsible for any errors, omissions or delays in respect of the reports required to be furnished by the Ceding Company under this Section 3.10 if such errors, omissions or delays are solely attributable to [***].
(f)The Ceding Company shall establish and maintain an adequate system of internal controls and procedures for financial reporting relating to the Reinsured Contracts, including associated documentation, and shall make such documentation available for examination and inspection by the Reinsurer in accordance with Section 4.6. All Ceding Company Reports and Additional Reports shall be prepared in accordance with such system and procedures and shall be consistent with the Ceding Company’s books and records.
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Section 3.11.Modco Reserve Adjustment.
(a)At the end of each Monthly Accounting Period, the Ceding Company shall calculate the Modco Reserve Adjustment for such Monthly Accounting Period (each, a “Modco Reserve Adjustment”) in an amount equal to:
(i)the VIO Separate Account Reserves as of the end of the Monthly Accounting Period; minus
(ii)the VIO Separate Account Reserves as the beginning of such Monthly Accounting Period; minus
(iii)the sum of all earned investment income and realized and unrealized capital gains and losses which have been credited to or deducted from the assets in the VIO Separate Accounts and allocable to the Reinsured Contracts during such Monthly Accounting Period, and which shall not include deductions for Revenue Sharing Fees either directly or indirectly; plus
(iv)all Additional Considerations specified in Section 3.2(b)(i); plus
(v)without duplication of the amounts in clause (iv), all amounts that are transferrable from the VIO Separate Account to the general account of the Ceding Company; minus
(vi)all amounts that are transferrable from the general account of the Ceding Company to the VIO Separate Account.
(b)If any Modco Reserve Adjustment is positive, the Quota Share of such amount shall be credited to the Ceding Company in accordance with Section 3.3(b). If any Modco Reserve Adjustment is negative, the Quota Share of the absolute value of such amount shall be credited to the Reinsurer in accordance with Section 3.3(b).
(c)Notwithstanding anything to the contrary herein, the Parties expect the Modco Reserve Adjustment to be $[***] at all times.
Article IV.
ADMINISTRATION
Section 4.1.Administration.
(a)The Ceding Company shall provide all administrative and related services with respect to the Reinsured Contracts and Existing Reinsurance Agreements, including, without limitation, the billing and collection of any Premiums and other Additional Consideration, the administration of claims and any required tax information reporting, the payment of amounts due to reinsurers under the Existing Reinsurance Agreements and the collections of Reinsurance Recoveries (collectively, “Administrative Services”). Following the Closing Date, the Ceding Company shall not assign or subcontract new Administrative Services to a third party or replace any of the third party subcontractors providing Administrative Services as of the Closing Date without the Reinsurer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), provided that the foregoing restrictions shall not apply to Administrative Services that are non-material and ministerial in nature; provided further that no such subcontracting shall relieve the Ceding Company of its obligations or liabilities under this Agreement and the Ceding Company shall remain liable to the Reinsurer for the acts of any such subcontractor or assignee as if the Ceding Company was performing such Administrative Services itself. For the avoidance of doubt, any transition by the Ceding Company of the Reinsured Contracts to a different policy administration system that is under the supervision of the Ceding Company or its Affiliates shall not constitute subcontracting or assignment. However, in the event the Ceding Company intends to transition the Reinsured Contracts from one policy administration system to another that is under the supervision of the Ceding Company or its Affiliates, the Ceding Company shall provide notice thereof to the Reinsurer and, upon the request of the Reinsurer, keep the Reinsurer informed of the progress thereof.
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(b)Without limitation of the provisions of Section 4.1(a), the Ceding Company shall manage and administer the Regulatory Closed Block Liabilities (including with respect to the declaration and payment of dividends and the management of the investment assets that support the Regulatory Closed Block Liabilities) in accordance with the Plan of Reorganization and its historical practices.
Section 4.2.Performance Standards.
(a)The Ceding Company shall and shall cause its subcontractor to provide the Administrative Services (a) using a standard of care and policies and procedures that are in all material respects at least as stringent as that employed by the Ceding Company (i) with respect to the Reinsured Contracts during the one (1)-year period immediately preceding the Effective Time and (ii) to administer its other similar businesses (recognizing distinctions in products or distribution in respect of the Reinsured Contracts), (b) in accordance with the terms and conditions of the Reinsured Contracts and applicable Laws, including the maintenance by the Ceding Company of all permits from Governmental Authorities necessary to perform the administration contemplated by this Article IV, and (c) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances.
(b)From and after the Closing Date, if and to the extent the Ceding Company notifies any Governmental Authority (whether required by Law or otherwise) of any material weakness as defined under Ceding Company Domiciliary State SAP with regard to its internal controls relating to the administration of the Reinsured Contracts (including with respect to cybersecurity or privacy), the Ceding Company shall notify the Reinsurer of such material weakness in writing within four (4) Business Days of such notice being provided to such Governmental Authority. The Ceding Company shall provide the Reinsurer any management reports and internal and external audit reports that have been delivered to its audit committee in respect of such material weakness within four (4) Business Days of such reports being provided to its audit committee, in each case solely to the extent that the Ceding Company determines that the provision of such reports would not waive or otherwise compromise any attorney client or work product privilege or doctrine. Further, the Reinsurer shall have reasonable access to the chief financial officer of the Ceding Company or her or his designee(s) for inquiries regarding any material weakness subject to this Section 4.2(b).
(c)On a routine basis (but no less than once per calendar quarter if requested in writing by the Reinsurer), the Ceding Company and the Reinsurer shall meet to discuss any administrative, regulatory or other issues that either Party believes are material to the functioning of the administration or performance standards hereunder.
Section 4.3.Administrative Expense Allowance. For each Monthly Accounting Period, the Reinsurer shall pay to the Ceding Company an amount equal to the Expense Allowances for such Monthly Accounting Period in consideration for the administration of the Reinsured Contracts. Such amount shall be paid as part of the Net Settlements pursuant to Section 3.3(a). The Reinsurer will bear no part of the expenses incurred by the Ceding Company in connection with the Reinsured Contracts, except as otherwise expressly provided in this Agreement. For the avoidance of doubt, the Reinsurer shall have no Liability for any state guarantee fund assessments or special assessments in connection with the Reinsured Contracts.
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Section 4.4.Designated Administrative Account. No later than the fifth (5th) day of each Monthly Accounting Period, the Reinsurer shall fund the Designated Administrative Account with cash and cash equivalents in an amount equal to the Monthly Funding Limit for the applicable Monthly Accounting Period, less the positive balance, if any, of the Designated Administrative Account as of the end of the immediately prior Monthly Accounting Period. The Reinsurer shall be permitted to withdraw and transfer cash and cash equivalents from the Trust Account to the Designated Administrative Account to fund the Designated Administrative Account. The Ceding Company shall be permitted to withdraw cash and cash equivalents from the Designated Administrative Account solely to pay or reimburse itself for the payment of the Quota Share of General Account Liabilities. In the event the Reinsurer fails to fund the Designated Administrative Account in accordance with the terms of this Section 4.4, the Ceding Company shall have the right to withdraw from the Trust Account for deposit into the Designated Administrative Account cash and cash equivalents in an amount equal to the Monthly Funding Limit for the applicable Monthly Accounting Period, less the positive balance, if any, of the Designated Administrative Account as of the end of the immediately prior Monthly Accounting Period.
Section 4.5.Producer Agreements. The Ceding Company shall not agree to modify, terminate, amend or waive any of its rights or obligations under any agreement or portion thereof between it or any of its Affiliates, on the one hand, and any Producer who has solicited, sold, marketed, produced or serviced any of the Reinsured Contracts, on the other hand, to the extent such modification, termination, amendment or waiver would reasonably be expected to have, in the aggregate considering all positive and adverse effects thereof, an adverse effect on the Reinsurer or the Reinsurer’s liability hereunder in any material respect except (a) as required by applicable Law, (b) to the extent not related to the Reinsured Contracts or (c) with the Reinsurer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).
Section 4.6.Books and Records and Access. Each of the Ceding Company and the Reinsurer shall maintain its respective books and records relating to the Reinsured Contracts. During the term of this Agreement, upon any reasonable request from the Reinsurer or its Representatives, subject to the Reinsurer or such Representatives adhering to the Ceding Company’s generally applicable documented confidentiality and security processes and procedures, the Ceding Company shall (a) provide to the Reinsurer and its Representatives reasonable access during normal business hours to the Ceding Company’s Books and Records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, and (b) permit the Reinsurer and its Representatives to inspect and photocopy such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the Reinsured Contracts. Nothing herein shall require the Ceding Company to disclose any information to the Reinsurer or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party); it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Reinsurer or its Representatives without so jeopardizing privilege or contravening such applicable Law or contract (including redacting information entering into joint defense agreements with the Reinsurer on mutually agreeable terms or, in the case of contracts that otherwise prohibit disclosure to the Reinsurer, requesting that the Reinsurer agree to be bound by the non-disclosure provisions of such contract or arranging for the Reinsurer to enter into a non-disclosure agreement with the counterparty to such contract).
Section 4.7.Programs of Internal Replacement. The Ceding Company shall not, and shall cause each of its Affiliates and administrative service providers not to, without the prior written consent of the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed), directly or indirectly, solicit, sponsor, or target any Policyholders or beneficiaries under any Reinsured Contract in connection with any Program of Internal Replacement (it being understood that the Ceding Company is not responsible and shall not be liable for any independent action taken by any Producers other than employees of the Ceding Company or its Affiliates).
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As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted basis to a class of Policyholders or beneficiaries under Reinsured Contracts to exchange any Reinsured Contract or any portion thereof for another policy or contract written by the Ceding Company or any of its Affiliates. Notwithstanding anything in this Section 4.7 to the contrary, (a) the offering by the Ceding Company or any of its Affiliates to new clients and the Policyholders or beneficiaries of the Reinsured Contracts of an insurance, annuity or investment product that offers then-market terms that are more favorable to the Policyholders and beneficiaries of the Reinsured Contracts in the normal course of the Ceding Company’s or such Affiliate’s business shall not be a violation of this Section 4.7, provided that such offering does not constitute an offering on a targeted basis to the Policyholders or beneficiaries of the Reinsured Contracts; (b) correspondence to Policyholder and beneficiaries of the Reinsured Contracts informing them of settlement options available under their Reinsured Contracts in the ordinary course of business or as required by applicable Law shall not be a violation of this Section 4.7; and (c) correspondence to Policyholders and beneficiaries of the Reinsured Contracts informing them of conversion or exchange options available under their Reinsured Contracts shall not be a violation of this Section 4.7 provided that such correspondence is in the ordinary course of business or as required by applicable Law.
Section 4.8.Large Claims; Claims Contests.
(a)The Ceding Company will notify the Reinsurer in writing of (i) its intention to contest, compromise, litigate or arbitrate any claim under any Reinsured Contract or of any circumstances that are out of the ordinary course of business that are reasonably expected to lead to any such contest, compromise, litigation or arbitration of any such claim (any such claim, a “Contested Claim”) and (ii) any claims involving Reinsured Contracts with a face amount in excess of $[***] (any such claims, a “Large Claim”), including, in each case, any other information with respect thereto as reasonably requested by the Reinsurer. The Ceding Company will promptly advise the Reinsurer of all significant developments relating to such Contested Claims or Large Claims.
(b)Although the Reinsurer may provide comments in an advisory capacity in respect to any Contested Claims or Large Claims, the Ceding Company will retain ultimate authority with respect to claims decisions. Notwithstanding the foregoing, with respect to Contested Claims:
(i)The Reinsurer may elect in writing to actively participate with the Ceding Company (including, in the Reinsurer’s discretion, by using separate legal counsel at its own expense) in the contest, compromise, litigation, arbitration or defense of any Contested Claim by delivering written notice thereof to the Ceding Company within ten (10) Business Days following the Ceding Company’s notification of such claim to the Reinsurer, and the Ceding Company shall consider in good faith any recommendations of the Reinsurer with respect thereto. If the Reinsurer so elects to participate with the Ceding Company in any Contested Claim, then (a) the Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal or arbitral proceedings initiated in connection with such Contested Claim, (b) the Reinsurer shall reimburse the Ceding Company for the Quota Share of the Ceding Company’s reasonable and documented expenses of any contest, compromise, litigation, arbitration or defense of a Contested Claim and will share in the liability in the same proportion, including the Quota Share of any Extra-Contractual Obligations arising therefrom, and (c) if the Ceding Company obtains any recoveries in respect of a Contested Claim previously paid by the Reinsurer in respect of any Reinsured Contract, the Ceding Company shall promptly pay to the Reinsurer the Quota Share of all such recoveries.
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(ii)The Reinsurer may elect in writing to assume control of the contest, compromise, litigation, arbitration or defense of any Contested Claim by delivering written notice thereof to the Ceding Company (it being agreed that the Reinsurer shall be permitted to make this election before or after the Reinsurer shall have elected to actively participate as described in clause (i) above). In such case the Reinsurer shall consider in good faith any recommendations of the Ceding Company with respect thereto. Without limiting the foregoing, the Ceding Company may elect in writing to actively participate with the Reinsurer (including, in the Ceding Company’s discretion, by using separate legal counsel at its own expense) in such Contested Claim by delivering written notice thereof to the Ceding Company. If the Reinsurer so elects to assume control in any Contested Claim, then (a) the Reinsurer will promptly advise the Ceding Company of all significant developments, including notice of legal or arbitral proceedings initiated in connection with such Contested Claim, (b) the Ceding Company shall reimburse the Reinsurer for [***]% of the Reinsurer’s reasonable and documented expenses of any contest, compromise, litigation, arbitration or defense of a Contested Claim and the Reinsurer will be responsible for the Quota Share of the liability, including the Quota Share of any Extra-Contractual Obligations arising therefrom, and (c) if the Ceding Company obtains any recoveries in respect of a Contested Claim previously paid by the Reinsurer in respect of any Reinsured Contract, the Ceding Company shall promptly pay to the Reinsurer the Quota Share of all such recoveries. Regardless of whether the Ceding Company elects to actively participate with the Reinsurer, the Reinsurer may not settle any Contested Claim without the Ceding Company’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person by the Ceding Company or its Affiliates; (B) the sole relief provided in monetary damages for which the Reinsurer will pay the Quota Share; (C) the settlement does not encumber any of the assets of the Ceding Company or its Affiliates or contain any restriction or condition that would apply to or adversely affect the Ceding Company or any of its Affiliates or the conduct of business by the Ceding Company or its Affiliates and (D) such Action neither is certified, nor seeks certification, as a class action.
(iii)If Reinsurer chooses not to participate or assume control, by either affirmatively notifying the Ceding Company or not providing notice of either such election in writing within [***] Business Days following the Reinsurer’s receipt of notice of such Contested Claim, the Reinsurer shall be required to promptly discharge its liability for Reinsured Liabilities by payment to the Ceding Company of the Quota Share of the Reinsured Liabilities alleged to be due in such Contested Claim as if there was no contest, and will have no obligation to the Ceding Company for reimbursement of expenses or Extra-Contractual Obligations related to the contest, compromise, litigation, arbitration or defense of such Contested Claim. For the avoidance of doubt, if the Reinsurer chooses not to participate in or assume control of a Contested Claim, the Reinsurer shall not be entitled to any recoveries obtained by the Ceding Company in respect of such Contested Claim.
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Article V.

LICENSES; RESERVE CREDIT; SECURITY
Section 5.1.Licenses; Reserve Credit.
(a)At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation status in the Ceding Company Domiciliary State and (b) take all other actions necessary so that the Ceding Company may receive Reserve Credit, including by providing collateral to ensure the Ceding Company receives Reserve Credit for [***]. Should the Reinsurer fail to maintain such status or is otherwise unable to provide the Ceding Company with Reserve Credit, the Reinsurer shall, at its own expense, [***] so that the Ceding Company may receive Reserve Credit no later than [***] of the calendar quarter during which such event occurred. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation status in the Ceding Company Domiciliary State or other conditions that would be reasonably likely to result or have resulted in any loss of, or impairment to, Reserve Credit. For avoidance of doubt, the Reinsurer may satisfy its obligations under this Section 5.1(a) and otherwise cure a Reserve Credit Event by, at the Reinsurer’s sole option and expense, any regulatorily permissible means, including by (i) entering into a statutory trust agreement, (ii) delivering Credit for Reinsurance Letters of Credit, and/or (iii) providing any other form of security acceptable to the Insurance Regulator, or taking any other action or providing any combination of the foregoing, the effect of which would enable Ceding Company to take Reserve Credit. In addition, the Ceding Company and the Reinsurer agree to cooperate in good faith and amend this Agreement, the Trust Agreement or any other Transaction Agreement or execute such additional documents as may be required to ensure continued Reserve Credit in the Ceding Company Domiciliary State.
(b)If a Reserve Credit Event occurs or is reasonably likely to occur, the Ceding Company shall reasonably cooperate with the Reinsurer, at the Reinsurer’s cost, to implement a structure that achieves Reserve Credit in a cost-effective manner. Furthermore, the Ceding Company shall not be obligated to cooperate in implementing any structure if it reasonably determines that such structure would have an increased cost that is not paid or indemnified by the Reinsurer or an adverse regulatory impact to the Ceding Company or any of its Affiliates or would otherwise place the Ceding Company at a disadvantage relative to its position prior to such restructuring.
(c)[***].
Section 5.2.Security.
(a)On or prior to the Closing Date, the Reinsurer, as grantor, shall establish and thereafter shall maintain, at its sole cost and expense, the Trust Account with the Trustee, naming the Ceding Company as sole beneficiary thereof to secure the Reinsurer’s obligations hereunder and, if the Reinsurer elects to cure a Reserve Credit Event by establishing a statutory reserve credit trust, to provide Reserve Credit. The Reinsurer shall maintain the Trust Account in accordance with the terms of this Agreement and the Trust Agreement.
(b)Concurrently with the execution of this Agreement, the Trust Account is being funded with Eligible Assets in accordance with Section 3.1(b). In addition, if the Estimated Initial Required Balance exceeds the Estimated Initial Premium, then within five (5) Business Days after the Closing Date (or, if later, at the time the Ceding Company shall have satisfied in full its obligation to fund the Trust Account with Eligible Assets equal to the Estimated Initial Premium), Reinsurer shall deposit additional Eligible Assets into the Trust Account having a Statutory Book Value at least equal to such excess.
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(c)All transfers to and withdrawals from the Trust Account shall be in accordance with and subject to the requirements set forth herein and in the Trust Agreement.
(d)During the term of the Trust Agreement, the Reinsurer shall not, and shall direct that the Trustee shall not, grant or cause or permit to be created or granted in favor of any third person any security interest whatsoever in any of the assets in the Trust Account (whether by contract, applicable Law or otherwise), including without limitation in favor of any Governmental Authority.
Section 5.3.Trust Account and Settlements. The Trustee shall hold assets in the Trust Account pursuant to the terms of the Trust Agreement. All settlements of account under this Agreement between the Ceding Company and the Reinsurer shall be made in United States dollars in cash or its equivalent or, as permitted by this Agreement and the Trust Agreement for payment of the Estimated Recapture Terminal Settlement due and payable to the Ceding Company, by cash or other assets withdrawn from the Trust Account.
Section 5.4.Eligible Assets.
(a) The assets that may be held in the Trust Account shall consist only of cash, investments of the type consistent with the requirements for authorized investments and admitted assets under the insurance laws of the state of domicile of the Reinsurer and, as permitted under this Agreement, Trust Account-Eligible Letters of Credit and shall not include any investments issued or guaranteed by the Ceding Company, the Reinsurer, or any Affiliates of either Party; provided, that during the continuation of a Reserve Credit Event for which the Reinsurer elects to cure by converting the Trust Agreement to a statutory reserve credit trust agreement, such assets shall consist only of cash (United States legal tender), certificates of deposit (issued by a United States bank and payable in United States legal tender), and other assets that qualify as investments of the types specified in paragraphs (1), (2), (3), (8), or (10) of subsection (a) of Section 1404 of the New York Insurance Law or any successor thereto (assets meeting the requirements of this proviso and the requirement in clause (a) below, “Regulation 114 Assets”); provided, further, that at all times after the Repositioning Period, each such investment shall comply with the investment guidelines set forth in Schedule B (the “Investment Guidelines”) (the assets meeting the requirements of this sentence being the “Eligible Assets”). Notwithstanding any provision of this Agreement or the Trust Agreement to the contrary, the Transferred Investment Assets shall be deemed to be Eligible Assets as of the Closing Date and during the Repositioning Period, after which such Transferred Investment Assets shall be subject to the Investment Guidelines. Following the end of each Monthly Accounting Period, in accordance with Section 5.8(b), the Reinsurer shall provide to the Ceding Company a report (the “Asset Report”) setting forth (i) a list of each asset in the Trust Account and the Fair Market Value and Statutory Book Value of each such asset as of the end of the relevant Monthly Accounting Period, and certify that each such asset satisfying the Required Balance requirement or FMV Required Balance requirement, as applicable, is an Eligible Asset, (ii) the market standard attributes for each asset (e.g., asset type, rating, duration, yield) to be reasonably agreed by Reinsurer and Ceding Company, (iii) the price source for each asset, (iv) the Unamortized IMR Amount, (v) the balance of the Hedge Collateral Account, (vi) the balance of the Designated Administrative Account and (vii) a compliance report showing how the trust assets measure relative to all quantitative limits included in the Investment Guidelines. In addition, during the continuation of a Reserve Credit Event, each Asset Report shall indicate for each asset in the Trust Account whether or not such asset is a Regulation 114 Asset.
(b)In addition to the Reinsurer’s right to trade, invest, reinvest, and otherwise manage the assets in the Trust Account as set forth in this Agreement and the Trust Agreement, the Reinsurer shall be permitted at any time and from time to (i) substitute all or any part of the assets in the Trust Account with other Eligible Assets and (ii) withdraw assets in accordance with Section 5.7, provided that:
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(i)[***];
(ii)the Statutory Book Value of the Eligible Asset(s) to be deposited into the Trust Account in connection with any substitution shall not be less than the Statutory Book Value of the Eligible Asset(s) to be withdrawn in connection with such substitution;
(iii)immediately following any such substitution, the Statutory Book Value of the Eligible Assets in the Trust Account shall not be less than the Required Balance as set forth on the most recent Month-End Required Balance Report;
(iv)immediately following any such substitution, the Fair Market Value of the Eligible Assets in the Trust Account shall not be less than the FMV Required Balance as set forth on the most recent Month-End Required Balance Report;
(v)all withdrawals shall be in accordance with Section 5.8; and
(vi)[***];
(c)provided, further, that, solely with respect to substitutions clause (i) above, shall not apply during the Repositioning Period.
(d)On the first Business Day after three (3) full calendar years following the Closing Date and thereafter on the first Business Day of any Monthly Accounting Period, following written notice to the Ceding Company, the Reinsurer may elect to reduce the minimum asset duration required in the Investment Guidelines by [***] for such Monthly Accounting Period (each Monthly Accounting Period for which such an election is made, a “Duration Management Monthly Accounting Period”); provided that the Reinsurer may not reduce such minimum asset duration required in the Investment Guidelines by more than [***] in total. For each Duration Management Monthly Accounting Period, the Reinsurer shall calculate the Duration Management Funding Adjustment for such Duration Management Monthly Accounting Period and deliver such calculation to the Ceding Company no later than the twenty (20th) Business Day following the end of such Duration Management Monthly Accounting Period for use by the Ceding Company in calculating the Required Balance for the Monthly Accounting Period immediately following such Duration Management Monthly Accounting Period. The asset duration of the assets that constitute the Duration Management Collateral Balance shall not be included in the calculation of the asset duration of the Eligible Assets in the Trust Account, provided that such assets shall nevertheless be considered Eligible Assets for purposes of this Agreement to the extent that they are of a type that is permissible under the Investment Guidelines. As used herein, “Duration Management Collateral Balance” means the Statutory Book Value of the assets complying with the Investment Guidelines that have been deposited into the Trust Account to satisfy any Duration Management Funding Adjustment, as such assets are identified on the Monthly Asset Report.
(e)The Reinsurer agrees that it will not deposit assets into the Trust Account in excess of the amounts required to satisfy its obligations in this Article V for the principal purpose of reducing the aggregate Market-to-Book Ratio of the Eligible Assets in the Trust Account
Section 5.5.Deposit of Assets. Subject to the provisions of the Trust Agreement relating to Restricted Assets and Assets in Transit (each as defined in the Trust Agreement) or assets originated and managed by Alliance-Bernstein or any of its Affiliates, prior to depositing assets in the Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon the direction of the Ceding Company, may whenever necessary negotiate any such assets without the consent or signature from the Reinsurer or any other entity (other than the Ceding Company).
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The foregoing requirements shall not apply to the Transferred Investment Assets.
Section 5.6.Modification Following Certain Events. The Parties acknowledge and agree that, upon the occurrence of, and for the duration of the continuation of, a Reserve Credit Event, certain provisions of this Agreement and the Trust Agreement shall cease to be effective, and other provisions shall automatically be effective, as described herein and in the Trust Agreement. Provisions of this Agreement that will automatically be modified during the continuation of a Reserve Credit Triggering Event are: (a) the assets constituting Eligible Assets shall be modified as set forth in Section 5.4(a); (b) Section 5.7(a) governing the use and application of assets in the Trust Account by the Ceding Company in the absence of a Reserve Credit Triggering Event shall not apply and Section 5.7(b) governing the use and application of assets in the Trust Account by the Ceding Company during the continuation of a Reserve Credit Triggering Event shall apply; (c) Section 5.8(c)(i)(3) governing the withdrawal of assets in the Trust Account in the absence of a Reserve Credit Triggering Event shall not apply and Section 5.8(c)(i)(4) governing the withdrawal of assets in the Trust Account during the continuation of a Reserve Credit Triggering Event shall apply; and (d) the definition of Ceding Company Statutory Reserves (used in the definition of Required Balance) shall be modified as set forth therein. Notwithstanding anything to the contrary in this Agreement, the Credit for Reinsurance Trust Agreement (as defined in the Trust Agreement), or in any other agreement, the Reinsurer shall not be required to fund the Credit for Reinsurance Trust Account (as defined in the Trust Agreement) except in the circumstance described in Section 2.02(j) of the Trust Agreement.
Section 5.7.Withdrawal of Assets from the Trust Account.
(a)In the Absence of a Reserve Credit Triggering Event. So long as no Reserve Credit Triggering Event has occurred and is continuing, the Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn (including the proceeds of draws on Trust Account-Eligible Letters of Credit in the Trust Account) by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of any insolvency, rehabilitation, conservatorship or comparable proceeding (an “Insolvency”) on the part of the Ceding Company or the Reinsurer, in accordance with the terms of the Trust Agreement, in order to (i) pay or reimburse the Ceding Company for any undisputed amounts due from the Reinsurer under this Agreement and not yet recovered from the Reinsurer within the time required under this Agreement for the Reinsurer to pay or reimburse the Ceding Company for such amount (without regard to any cure periods that may otherwise be available under this Agreement), including any Reinsured Risks or other amounts due under this Agreement, (A) which amounts have not been paid by the Reinsurer within [***] Business Days following its receipt of a specific written notice thereof (provided that the Ceding Company shall not be permitted to withdraw from the Trust Account any amounts due from the Reinsurer as a result of Security Incidents), or (B) otherwise with the consent of the Reinsurer or (ii) to pay to the Ceding Company the Estimated Recapture Terminal Settlement as contemplated by Section 8.4(a) or the Recapture Terminal Settlement (if any) due and payable to the Ceding Company when due in accordance with Section 8.4(d). The amount of any such withdrawal in excess of amounts then due to the Ceding Company hereunder shall be deemed maintained in trust by the Ceding Company for the benefit of the Reinsurer and promptly returned to the Trust Account, along with interest on such amounts at the Interest Rate for the period that such amounts are held by the Ceding Company.
(b)During a Reserve Credit Triggering Event. During the continuation of an Reserve Credit Triggering Event, the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn (including the proceeds of draws on Trust Account-Eligible Letters of Credit in the Trust Account) by the Ceding Company at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Ceding Company or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or Reinsurer only for the following purposes:
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(i)to reimburse the Ceding Company for the Reinsurer’s share of premiums returned to the owners of the Reinsured Contracts on account of cancellations of such Reinsured Contracts;
(ii)to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company pursuant to the provisions of the Reinsured Contracts;
(iii)to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for Reinsured Contracts. Such account shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; and
(iv)to pay any other amounts the Ceding Company claims are due under this Agreement.
The Ceding Company shall return to the Trust Account within five (5) Business Days of withdrawal, assets withdrawn in excess of all amounts due under Sections 5.7(b)(i), (ii) and (iii), or, in the case of Section 5.7(b)(iv), assets that are subsequently determined not to be due. The Ceding Company shall pay to the Reinsurer interest on amounts held pursuant to Sections 5.7(b)(iii) at the average of the daily “prime rate” published in The Wall Street Journal for each of the days in the applicable period, but in any event not less than zero, for the period that such assets are held by the Ceding Company. Any excess amount shall at all times be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and be maintained in a segregated account, separate and apart from any assets of the Ceding Company for the sole purpose of funding the payments and reimbursements described in paragraphs (i), (ii) and (iv) of Section 5.7(b).
(c)If the Ceding Company elects to fund an account with the Ceding Company in accordance with clause (iii) of Section 5.7(b), this Agreement shall be amended so as to permit the Reinsurer or, to the extent reasonably acceptable to the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed), its designated investment manager, to manage the assets held in such account pursuant to an investment management agreement reasonably acceptable to the Ceding Company and the assets in such account shall be managed to comply with the Investment Guidelines. In addition, this Agreement shall otherwise be amended as appropriate to reflect the operation of such account in lieu of the Trust Account. [***].
(d)In addition to the provisions of Section 5.7(a) and (b), the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Reinsurer or the Ceding Company (or any successor by operation of law of the Reinsurer or the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Reinsurer or the Ceding Company) without diminution because of any Insolvency on the part of the Ceding Company or the Reinsurer, in accordance with the terms of the Trust Agreement, to fund the Designated Administrative Account as permitted in accordance with Section 4.4.
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Section 5.8.Adjustment of Security and Withdrawals.
(a)The Ceding Company shall furnish a report (a “Month-End Required Balance Report”) to the Reinsurer following the end of each Monthly Accounting Period containing (i) the Ceding Company’s calculation of the Required Balance as of the end of such Monthly Accounting Period, in each case prepared in accordance with the Ceding Company Reports for such Monthly Accounting Period that are provided to the Reinsurer pursuant to Section 3.10 and the other terms and conditions of this Agreement and (ii) the Asset Report for such Monthly Accounting Period.
(b)The Ceding Company shall deliver each Month-End Required Balance Report no later than the twenty-fifth (25th) Business Day following the end of each Monthly Accounting Period. In order for the Ceding Company to prepare the Month-End Required Balance Report for each Monthly Accounting Period, no later than the twentieth (20th) Business Day following the end of each Monthly Accounting Period, the Reinsurer shall provide to the Ceding Company the Asset Report as of the end of such Monthly Accounting Period.
(c)[***].
(d)The amount of security required to be provided by the Reinsurer hereunder shall be adjusted based on (i) the Required Balance and (ii) the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Monthly Accounting Period. The amount of security held in the Trust Account shall be adjusted as follows:
(i)Within [***] Business Days (except as described in clause (3) below) following the delivery of (x) the Month-End Required Balance Report pursuant to Section 5.8(a) for a Monthly Accounting Period and (y) [***], and subject to Section 5.4(b):
(1)if the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is less than the Required Balance (such shortfall as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then Reinsurer shall deposit Eligible Assets in the Trust Account with an aggregate Statutory Book Value necessary to satisfy such shortfall;
(2)If the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account is less than the FMV Required Balance (such shortfall as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then Reinsurer shall deposit Eligible Assets in the Trust Account with an aggregate Fair Market Value (as applicable) necessary to satisfy such shortfall;
(3)if (A) the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is greater than the Required Balance (such excess as reflected in the Month-End Required Balance Report for such Monthly Accounting Period) and (B) the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account is greater than the FMV Required Balance (such excess as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then Reinsurer may withdraw assets from the Trust Account in an amount such that, after giving effect to such withdrawal, (x) the Statutory Book Value of the Eligible Assets on deposit in the Trust Account is not less than the Required Balance (as reflected in such Month-End Required Balance Report) and (y) the Fair Market Value of the Eligible Assets on deposit in the Trust Account is not less than the FMV Required Balance (as reflected in such Month-End Required Balance Report), such withdrawal to be made not later than the end of the month during which the Month-End Required Balance Report was delivered; and
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(4)upon the occurrence, and during the continuance, of a Reserve Credit Triggering Event, if the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is greater than [***]% of the Required Balance and if the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account exceeds [***]% of the FMV Required Balance, then, in accordance with the procedures set forth in the Trust Agreement, and upon notice to and consent of the Ceding Company (provided, that such consent shall not be unreasonably withheld, conditioned or delayed), and subject to clause (3) above, Reinsurer may withdraw assets from the Trust Account with an aggregate Fair Market Value not greater than such excess.
(e)In addition, as soon as reasonably practicable, and no later than [***] of the calendar quarter during which a Reserve Credit Event occurred (unless the Ceding Company shall agree to a longer period, then by the end of such longer period), the Reinsurer shall (i) substitute any assets in the Trust Account that are not Eligible Assets for assets that are Eligible Assets, and (ii) deposit additional assets consisting of Eligible Assets in the Trust Account sufficient to ensure that the aggregate Statutory Book Value and Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance and FMV Required Balance as of the last day of the immediately preceding calendar month.
(f)In the event that the Parties disagree with the calculation of the Required Balance or FMV Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset, any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. The foregoing shall not relieve Reinsurer of its obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(d) except to the extent that it has delivered notice in good faith of its disagreement pursuant to the preceding sentence, in which case, the Reinsurer shall not be required to fund any disputed portion of the required funding amount that exceeds $[***] pending the resolution of such disagreement in accordance with the preceding sentence or Section 5.8(g).
(g)Any resolution as to disagreements arising under Section 5.8(f) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Statutory Reserves or any component thereof or (B) with respect to the calculation of the Ceding Company Statutory Reserves or any component thereof, an actuarial firm of national reputation, as mutually agreed by the Parties (the “Independent Actuary”), to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance (other than the calculation of the Ceding Company Statutory Reserves or any component thereof), FMV Required Balance, the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Ceding Company Statutory Reserves or any component thereof shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(g) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(d) so that the Statutory Book Value and the Fair Market Value of the Eligible Assets held in the Trust Account is not less than the amounts required pursuant to Section 5.8(d)(i)(1) an 5.8(d)(i)(2), respectively.
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(h)The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, the Reinsurer shall provide the Ceding Company a report of all withdrawals from the Trust Account.
Section 5.9.Letters of Credit.
(a) [***].
(b)Unless the Ceding Company provides prior written consent, one or more Trust Account-Eligible Letters of Credit issued by the same Qualified LOC Provider shall not have an aggregate face amount (including drawn and undrawn amounts) that exceeds $[***] at any one time.
(c)All costs, expenses and fees associated with Trust Account-Eligible Letters of Credit shall be borne by the Reinsurer.
Section 5.10.Continuation of a Triggering Event. Upon the occurrence of any FMV Triggering Event, such FMV Triggering Event shall be deemed to be continuing unless such FMV Triggering Event has been cured in accordance with the terms of this Agreement. A Reserve Credit Event shall be deemed to be continuing unless no Reserve Credit Event exists (it being agreed that the modifications to this Agreement in connection with a Reserve Credit Event as set forth in Section 5.6 shall not, in and of themselves, be deemed sufficient to cure a Reserve Credit Event). The Ceding Company agrees to deliver a cure notice to the Trustee promptly upon becoming aware that an FMV Triggering Event or Reserve Credit Event is no longer continuing in accordance with the terms of this Section 5.10.
Section 5.11.Hedging.
(a)The Reinsurer shall cause the Reinsurer Hedge Party to establish the Hedge Collateral Account in accordance with the Account Control Agreement substantially in the form attached hereto as Exhibit 3 and the Security Agreement substantially in the form attached hereto as Exhibit 4. In accordance with the Account Control Agreement and Security Agreement, the Reinsurer Hedge Party shall grant to the Ceding Company a first priority perfected security interest in the Hedge Collateral Account.
(b)The Reinsurer shall cause the Reinsurer Hedge Party to calculate the Required Hedge Funding Balance and maintain the Hedge Collateral Account for so long as the Reinsured Contracts include products with embedded index risk.
(c)Beginning one (1) Business Day after the Closing Date, not later than 10:00 am on each Business Day (each such day, a “Calculation Date”), the Ceding Company shall deliver to the Reinsurer (i) a report (the “Embedded Index Risk Report”) setting forth the option parameters with respect to the embedded index risk in the relevant Reinsured Contracts as of the close of business on the Business Day immediately prior to each Calculation Date and (ii) a report (the “Embedded MSO Liabilities Report”) setting forth the MSO Hedges, the MSO Option Value and the hedge parameters with respect to the MSO Liabilities, each as of the close on the Business Day immediately prior to each Calculation Date.
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(d)On each Calculation Date, the Reinsurer shall cause the Reinsurer Hedge Party to calculate the Required Hedge Funding Balance based on the option parameters with respect to the embedded index risk set forth in the Embedded Index Risk Report received for such Calculation Date. If the Ceding Company does not deliver an Embedded Index Risk Report for a Calculation Date, the Reinsurer Hedge Party shall base the calculation of the Required Hedge Funding Balance on the Embedded Index Risk Report most recently received from the Ceding Company, as may be updated by the Reinsurer Hedge Party using its reasonable judgment.
(e)On each Calculation Date:
(i)if the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account as of the close of business on the immediately preceding Calculation Date exceeds the Required Hedge Funding Balance for such Calculation Date, in accordance with the terms of the Security Agreement and Account Control Agreement, the Reinsurer Hedge Party shall be permitted to withdraw from the Hedge Collateral Account prior to the close of business on such Calculation Date Hedge, Hedge Collateral Account Assets having a Fair Market Value equal to such excess; and
(ii)if the Required Hedge Funding Balance for such Calculation Date exceeds the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account as of the close of business on the immediately preceding Calculation Date, prior to the close of business on such Calculation Date, the Reinsurer shall cause the Reinsurer Hedge Party to deposit into the Hedge Collateral Account Hedge Collateral Account Assets having a Fair Market Value equal to such excess.
(f)Without limitation of the provisions of Section 5.11(e)(i), in accordance with the terms of the Security Agreement and Account Control Agreement, the Reinsurer Hedge Party shall be permitted at any time and from time to substitute all or any part of the Hedge Collateral Account Assets in the Hedge Collateral Account with other Hedge Collateral Account Assets, provided that immediately after giving effect to such substitution the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account is not less than the Required Hedge Funding Balance for the relevant Calculation Date; provided, further, that during the continuance of a Level Two RBC Ratio Event, any substitutions or withdrawals by the Reinsurer Hedge Party from the Hedge Collateral Account shall require the consent of the Ceding Company (such consent not to be unreasonably withheld, delayed or conditioned).
(g)The Ceding Company and Reinsurer agree that the assets maintained in the Hedge Collateral Account may be withdrawn by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of any Insolvency on the part of the Ceding Company, the Reinsurer Hedge Party, or the Reinsurer, in accordance with the terms of the Security Agreement and the Account Control Agreement. The Ceding Company covenants not to deliver a notice of exclusive control to the Securities Intermediary (as defined in the Account Control Agreement) unless a Recapture Triggering Event has occurred or the Reinsurer has delivered a Termination Notice, and covenants not to deliver entitlement orders or disposition instructions to the Securities Intermediary (as defined in the Account Control Agreement) except to pay (i) the Estimated Recapture Terminal Settlement due and payable to the Ceding Company on the Recapture Effective Date and (ii) the Recapture Terminal Settlement (if any) due and payable to the Ceding Company when due in accordance with Section 8.4. The amount of any such withdrawal in excess of amounts then due to the Ceding Company hereunder shall be deemed maintained in trust by the Ceding Company for the benefit of the Reinsurer and promptly returned to the Hedge Collateral Account, along with interest on such amounts at the Interest Rate for the period that such amounts are held by the Ceding Company.
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(h) Notwithstanding Section 5.11(g), if a Reserve Credit Triggering Event has occurred and is continuing and the Reinsurer shall have elected to cure such Reserve Credit Triggering Event by holding assets in the Trust Account, then the Ceding Company shall be permitted to instruct the Securities Intermediary to transfer all assets in the Hedge Collateral Account to the Trust Account, whereupon such assets shall be subject to the terms and conditions that apply to the Trust Account as set forth in this Agreement (including the provisions relating to substitutions and withdrawals from the Trust Account) and the Trust Agreement.
(i)In the event that the Parties disagree with the calculation of the Required Hedge Funding Balance or the Fair Market Value of a Hedge Collateral Account Asset or whether any asset in the Hedge Collateral Account is a Hedge Collateral Account Asset, the provisions of Sections 5.8(f) and (g) shall apply to such dispute, mutatis mutandis, as if such dispute related to the Required Balance or to the Fair Market Value of an asset in the Trust Account or whether any asset in the Trust Account is an Eligible Asset, as applicable.
Article VI.

OVERSIGHTS; COOPERATION
Section 6.1.Oversights. Inadvertent delays, oversights, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error or omission not occurred. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error or omission had occurred.
Section 6.2.Cooperation. The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any regulatory filing or financial statement; provided, however, that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.
Section 6.3.Changes to RBC. The Ceding Company acknowledges and agrees that the Reinsurer currently calculates its RBC Ratio on an annual basis for external reporting purposes, and estimates the ratio for internal management purposes on a quarterly basis in conjunction with the preparation of Reinsurer’s regulatory financial reports to be filed with Reinsurer’s state of domicile. In the event of (i) a material change to, or elimination by, applicable Law of the requirement for Reinsurer to calculate risk-based capital or (ii) a material change relating to the framework, factors and/or formulae prescribed by the National Association of Insurance Commissioners or the insurance regulatory authority in Reinsurer’s state of domicile that are used to calculate risk-based capital ratios from those in effect at the Effective Date, the Parties shall cooperate in good faith to amend this Agreement to adjust the definitions of FMV Required Balance or Recapture Triggering Event as set forth herein or otherwise amend this Agreement so as to mitigate the impact of such changes and to restore the Parties to their original intended position; provided, that in all circumstances, the Reinsurer shall only be required to calculate its RBC Ratio in accordance with the applicable framework, factors, and/or formulae in effect as of the applicable date of determination.
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Article VII.

INSOLVENCY
Section 7.1.Insolvency of the Ceding Company.
(a)In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Contracts without diminution because of the insolvency of the Ceding Company.
(b)It is understood, however, that in the event of such an insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company shall give written notice of the pendency of a claim against the Ceding Company on a Reinsured Contract within a reasonable period of time after such claim is filed in the applicable Insolvency proceedings and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or its liquidator, receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.
Article VIII.

DURATION; RECAPTURE
Section 8.1.Duration. This Agreement shall commence as of the Effective Time and continue in force until such time as (i) the Ceding Company’s Liability arising out of or related to all Reinsured Contracts is terminated in accordance with their respective terms and each Party has received payments which discharge the other Party’s liabilities incurred hereunder prior to such termination, or (ii) in accordance with Section 8.3 if the Ceding Company has elected to recapture the reinsurance of the Reinsured Contracts or the Reinsurer has elected to terminate this Agreement, applicable, and each Party has received payments which discharge the other Party’s liability in full in accordance with Section 8.4 and the other terms of this Agreement.
Section 8.2.Survival. Notwithstanding the other provisions of this Article VIII, the terms and conditions of Articles I, VIII and IX, and the provisions of Sections 3.6, 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.15 and 11.16 shall remain in full force and effect after the termination of this Agreement.
Section 8.3.Recapture.
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(a)Following the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all of the Reinsured Risks ceded under this Agreement by providing the Reinsurer with written notice of its intent to elect such a recapture (a “Recapture Notice”), provided that Recapture Notice is delivered within [***] calendar days after the Ceding Company is provided written notice of the occurrence of the Recapture Triggering Event and such Recapture Triggering Event has not been cured prior to the delivery of such Recapture Notice; provided, further, that during the continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Triggering Event”, if the RBC Ratio of the Reinsurer has further decreased by at least [***] percentage points below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” then, for an additional [***] calendar days after the Ceding Company is provided written notice of such decrease, the Ceding Company shall have the right (but not the obligation) to recapture all of the Reinsured Risks ceded under this Agreement notwithstanding the expiration of the initial [***] calendar day period. Any recapture pursuant to this Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the Reinsurer; provided, that if such Recapture Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Ceding Company of its Recapture Notice) (the “Recapture Date”).
(b)Following the occurrence of a Termination Triggering Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and require the Ceding Company to recapture all of the Reinsured Risks ceded under this Agreement by providing the Ceding Company with written notice of its intent to elect such termination and recapture (a “Termination Notice”), provided that such Termination Notice is delivered within [***] days of the occurrence of the event giving the Reinsurer the right to so terminate this Agreement and such Termination Triggering Event has not been cured prior to the delivery of such Termination Notice. Any termination and recapture pursuant to this Section 8.3(b) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Reinsurer delivers a Termination Notice to the Ceding Company; provided, that if such Termination Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month or (ii) on such later date and time as set forth in the Termination Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Reinsurer of its Termination Notice) (and such date shall be considered the “Recapture Date”).
(c)Following any recapture of all Reinsured Risks pursuant to Section 8.3(a) or termination of this Agreement and recapture of all Reinsured Risks pursuant to Section 8.3(b), subject to the satisfaction of payment obligations described in Section 8.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than (x) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, (y) any obligations under the provisions that expressly survive termination as provided in Section 8.2 and (z) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations and (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Risks.
(d)Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, either Party may, in its sole discretion, require direct payment by the other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that the applicable Party might have had other recourse.
Section 8.4.Recapture Payments
(a)In connection with a recapture pursuant to Section 8.3(a) or a termination pursuant to Section 8.3(b), subject to the shorter time frames required by Section 8.4(e), no later than five (5) Business Days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a settlement statement (the “Estimated Recapture Terminal Settlement Statement”) setting forth the Ceding Company’s good faith estimated calculation of the Recapture Terminal Settlement (the “Estimated Recapture Terminal Settlement”) with respect to the recaptured Reinsured Risks.
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(i)If the amount of the Estimated Recapture Terminal Settlement is positive, then on the Recapture Date, except as set forth in clause (ii) below, the Ceding Company may instruct (x) the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets in the Trust Account, such assets to be withdrawn in the order of priority set forth in Section 4.3 of the Trust Agreement and (y) the Securities Intermediary pursuant to the Account Control Agreement to transfer to the Ceding Company assets in the Hedge Collateral Account, having a Fair Market Value, in aggregate, equal to the Estimated Recapture Terminal Settlement.
(ii)Solely in the event this Agreement is being terminated by the Reinsurer pursuant to Section 8.3(b), if the Reinsurer delivers written notice to the Ceding Company not later than five (5) Business Days prior to the Recapture Date that it wishes to deliver Eligible Assets (valued at Fair Market Value) to the Ceding Company on the Recapture Date (“Alternate Eligible Assets”) in lieu of the Ceding Company withdrawing all or a portion of the Eligible Assets from the Trust Account and/or from the Hedge Collateral Account (which notice may specify those Eligible Assets are not to be withdrawn from the Trust Account and/or the Hedge Collateral Account except as set forth below in this Section 8.4(a)), then the Reinsurer shall be permitted to do so provided that on the Recapture Date the Reinsurer delivers such Alternate Eligible Assets to the Ceding Company in an amount such that the Fair Market Value of such Alternate Eligible Assets plus the Fair Market Value of Eligible Assets (if any) to be withdrawn from the Trust Account and the Hedge Collateral Account equals the lesser of the Estimated Recapture Terminal Settlement and the Fair Market Value of the Eligible Assets in the Trust Account and in the Hedge Collateral Account on the Recapture Date immediately prior to any withdrawal from the Trust Account. For the avoidance of doubt, if the Reinsurer elects to deliver Alternate Eligible Assets to the Ceding Company on the Recapture Date to fund all or a portion of the Estimated Recapture Terminal Settlement, the calculation of the Recapture Transaction IMR Amount shall reflect the delivery of such Alternate Eligible Assets to the Ceding Company.
(iii)If the Fair Market Value of the Eligible Assets to be withdrawn from the Trust Account and/or from the Hedge Collateral Account plus the Fair Market Value of the Alternate Eligible Assets (if applicable) is less than the Estimated Recapture Terminal Settlement, the Reinsurer shall pay any shortfall to the Ceding Company in cash or other Eligible Assets, or other assets which are reasonably acceptable to the Ceding Company; provided, however, that if less than all of the assets in the Trust Account and/or from the Hedge Collateral Account have been withdrawn from the Trust Account and/or from the Hedge Collateral Account due to the delivery of Alternate Eligible Assets and the Reinsurer shall have failed to pay such shortfall on the Recapture Date as described above in this clause (iii), then the Ceding Company may instruct the Trustee or the Securities Intermediary, as applicable, to transfer all assets remaining in the Trust Account and/or from the Hedge Collateral Account to the Ceding Company on the Recapture Date and the Reinsurer shall pay to the Ceding Company any remaining shortfall in cash on the Recapture Date.
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(iv)If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash.
(b)In connection with a recapture pursuant to Section 8.3(a) and a termination pursuant to Section 8.3(b), no later than sixty (60) days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule E (the “Recapture Terminal Settlement”).
(c)In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of Net Ceding Company Coinsurance Statutory Reserves or (ii) with respect to the calculation of Net Ceding Company Coinsurance Statutory Reserves, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination.
(d)Within five (5) Business Days after a final and binding resolution of any dispute described in Section 8.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 8.4(d) are made, (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall pay to the Ceding Company an amount equal to such excess; and (ii) if the Estimated Recapture Terminal Settlement exceeds the Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.4(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment.
(e)Notwithstanding the timelines set forth in this Section 8.4, if the recapture is due to a Reserve Credit Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.4 in order to effectuate the recapture and complete the payment of the Estimated Recapture Terminal Settlement prior to any loss of Reserve Credit; provided, that such change to the procedures set forth in Section 8.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.4(c).
Section 8.5.Termination of Trust Account and Hedge Collateral Account. Following the recapture of all Reinsured Risks hereunder pursuant to Section 8.3 and the payment in full of the Recapture Terminal Settlement thereof (including the resolution of all disputed items in accordance with Section 8.4(c)), (x) the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article V shall be released to the Reinsurer and (y) the Hedge Collateral Account shall be terminated and any remaining amounts or amount held in the Hedge Collateral Account shall be released to the Reinsurer Hedge Party.
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The Ceding Company shall promptly take all actions, including providing written consent to the Trustee and the Securities Intermediary, as applicable, to permit such termination of the Trust Account and the Hedge Collateral Account and release of such assets to the Reinsurer or the Reinsurer Hedge Party (as applicable).
Article IX.

INDEMNIFICATION
Section 9.1.Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent arising from [***].
Section 9.2.Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer Indemnified Parties to the extent arising from [***].
Section 9.3.Applicability of Master Transaction Agreement. The procedures set forth in Section 8.05 (Procedures) and Section 8.06 (Direct Claims) of the Master Transaction Agreement shall apply to Losses under this Article IX.
Section 9.4.Good Faith. Each of the Ceding Company and the Reinsurer absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the negotiation and formation of this Agreement or any other Transaction Agreement; provided that, notwithstanding the foregoing, neither Party waives the duty of utmost good faith with respect to the performance of this Agreement.
Article X.

TAXES
Section 10.1.Withholding. Each Party and any of their agents shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign applicable Tax Law. If a Party determines that an amount is required to be deducted or withheld, such Party shall use reasonable best efforts to: (i) provide written notice to the other Party, at least five (5) Business Days before the relevant payment of such deduction or withholding, (ii) cooperate in good faith with the other Party to reduce or eliminate the deduction or withholding of such amount and (iii) provide the other Party a reasonable opportunity to provide forms or documentation that would exempt such amounts from withholding. If any amount is so withheld and paid over to the applicable Governmental Authority, such amounts paid to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed. Without limiting the generality of the foregoing, each Party agrees to provide to the other on or before the date hereof an accurate and complete copy of IRS Form W-9 and shall deliver renewals or additional copies of such forms (or successor forms) to the other Party on or before the date that such forms expire or become obsolete or upon the request of the other Party.
Section 10.2.DAC Tax Adjustment.
(a)To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows:
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(i)The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective.
(ii)The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code.
(iii)The Parties agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code or the Internal Revenue Service. The Parties shall act in good faith to reach an agreement as to the amount of net consideration and shall report consistently to the extent they reach an agreement.
(iv)The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect.
(b)As used in this Article X, the terms “net consideration,” “net positive consideration,” “specified policy acquisitions expenses” and “general deductions limitation” are defined by reference to Treasury Regulations Section 1.848-2 and Section 848 of the Code, in effect as of the Effective Time.
(c)Each of the Parties represents and warrants that it is subject to U.S. taxation under the provisions of Subchapter L of Chapter 1 of Subtitle A of the Code.
Article XI.

MISCELLANEOUS
Section 11.1.Expenses. Except as may be otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Person incurring such costs and expenses.
Section 11.2.Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following respective addresses (or at such other address for a Party hereto as shall be specified in a notice given in accordance with this Section 11.2).
(a)if to the Ceding Company:
Equitable Financial Life Insurance Company 1345 Avenue of the Americas New York, NY 10105 Attention: [***]
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[***]
E-mail:     [***]
[***]

with a copy (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention:     [***]
    [***]
E-mail:    [***]
    [***]
(b)if to the Reinsurer:
RGA Reinsurance Company
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
Email:     [***]
Attention:     [***]
with a copy (which shall not constitute) to:
Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, NY 10001-1696
Email:        [***]
Attention:    [***]
Section 11.3.Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be enforceable.
Section 11.4.Entire Agreement. This Agreement (including all exhibits and schedules hereto) and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and the other Transaction Agreements and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Ceding Company and/or its Affiliates, on the one hand, and the Reinsurer and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement and the other Transaction Agreements.
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Section 11.5.Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section 11.5 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their successors and permitted assigns.
Section 11.6.No Third-Party Beneficiaries. Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 11.7.Amendment. No provision of this Agreement may be amended, supplemented or modified except by a written instrument signed by each Party.
Section 11.8.Submission to Jurisdiction.
(a)Each of the Ceding Company and the Reinsurer irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Agreement, the transactions contemplated hereby, the formation, breach, termination or validity of this Agreement or the recognition and enforcement of any judgment in respect of this Agreement, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.
(b)Any such Action may and shall be brought in such courts and each of the Ceding Company and the Reinsurer irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and shall not plead or claim the same.
(c)Service of process in any Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 11.2.
(d)Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.
Section 11.9.Governing Law. This Agreement, and the formation, termination or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York.
Section 11.10.Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS AGREEMENT.
Section 11.11.Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the covenants or obligations contained in this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to injunctive or other equitable relief to prevent or cure any breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court referenced in Section 11.8(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled hereunder or at law or in equity, and no other provision of this Agreement shall limit any Party’s right to specific performance.
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Each of the Parties acknowledges and agrees that (i) there is no adequate remedy at law for a breach of this Agreement and (ii) it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (x) any defenses in any Action for an injunction, specific performance or other equitable relief, including the defense that the other Party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity, and (y) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief and (iii) nothing contained in this Section 11.11 shall require any Party to institute any action for (or limit such Party’s right to institute any action for) specific performance under this Section 11.11 before exercising any other right under this Agreement.
Section 11.12.Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized Representative of such Party. The failure or delay of any Party hereto to enforce at any time any provision of this Agreement or to exercise any right, power or privilege under this Agreement shall not be construed to be a waiver of such provision, right, power or privilege, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision and exercise each and every right, power and privilege under this Agreement. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.
Section 11.13.Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise; (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated; (o) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (p) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (q) the word “or” need not be disjunctive; and (r) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.
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Section 11.14.Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission utilizing reasonable image scan technology (including pdf, DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 11.15.Treatment of Confidential Information and Non-Public Personal Information.
(a)The Ceding Company and the Reinsurer agree to hold each other’s Confidential Information in strict confidence and to take all commercially reasonable steps, consistent with its handling and securing of its own sensitive information, to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, except (1) to service providers and the Representatives, in each case that (i) are performing services for such Party and need access to such Confidential Information in the course and scope of providing such services, and (ii) are subject to confidentiality restrictions at least as restrictive and protective of the Confidential Information as this Agreement; (2) as is authorized by the other Party in advance and in compliance with all applicable Law; (3) Reinsurer and its respective Representatives shall be permitted to disclose Confidential Information to any applicable regulatory authorities, as is reasonably necessary to facilitate Reinsurer entering into this Agreement or any retrocession relating to the risks assumed under this Agreement; (4) the Ceding Company and its respective Representatives shall be permitted to disclose Confidential Information to any applicable regulatory authorities as is reasonably necessary to facilitate the Ceding Company entering into this Agreement; and (5) as may otherwise be required under applicable Law or court order. If either Party determines that any Confidential Information must be disclosed pursuant to applicable Law or court order, the disclosing Party shall (to the maximum extent permitted by applicable Law) provide prompt notice to the other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest. For the sake of clarity, Reinsurer and its respective Representatives shall be permitted to disclose Confidential Information to actual or potential retrocessionaires or as otherwise necessary in retroceding or pursuing a retrocession of the risks reinsured hereunder, and any such Person who receives such information from Reinsurer or its Representatives shall be considered “Representatives” for purposes of this Section 11.15 and subject to customary restrictions on confidentiality and use of such information as set forth in a confidentiality agreement between the Reinsurer and such Person on terms substantially similar to this Agreement that prohibits the use of such Confidential Information except for the purpose of evaluating, negotiating, consummating and performing under such retrocession, which shall, in the case of any such agreements executed after the date of the Master Transaction Agreement, identify the Ceding Company as a third party beneficiary thereof and shall include a disclaimer for the benefit of the Ceding Company of any representations or warranties as to the accuracy of any such Confidential Information. For a period not to exceed two (2) years from the Closing, the Reinsurer shall be permitted to make available to Persons who are subject to a confidentiality agreement described in the preceding sentence the data and information provided in the Data Room (as defined the Master Transaction Agreement) in connection with the investigation, diligence and negotiation of a potential retrocession arrangement. The Reinsurer shall promptly notify the Ceding Company in writing if it becomes aware of any breach by any Person who is subject to a confidentiality agreement described above in this Section 11.15.
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(b)The Ceding Company shall not transfer, disclose, share, furnish, or provide Non-Public Personal Information to Reinsurer under this Agreement except as expressly contemplated by this Agreement. In those limited circumstances where Ceding Company transfers Non-Public Personal Information to Reinsurer pursuant to this Agreement or Reinsurer creates or collects Non-Public Personal Information on behalf of Ceding Company, Reinsurer will (i) comply in all material respects with applicable Laws with respect to the processing of such Non-Public Personal Information; (ii) retain, use, process, and disclose all such Non-Public Personal Information only to monitor and ensure the Ceding Company’s compliance with the terms of this Agreement, perform the services or its obligations under this Agreement, or as otherwise instructed by Ceding Company or permitted by this Agreement; (iii) refrain from selling such Non-Public Personal Information or using, processing, or disclosing such Non-Public Personal Information for reasons unrelated to Reinsurer’s business relationship with Ceding Company, the reinsurance assumed hereunder or ordinary course of business activities as reinsurer, or as otherwise permitted by this Agreement; and (iv) subject to applicable Law and the terms of the Reinsurer’s record retention policies, take commercially reasonable steps to comply with the provisions of this Agreement and the reasonable instructions of the Ceding Company to destroy the Non-Public Personal Information.
(c)Consistent with paragraph (a), if either Party receives a third-party demand pursuant to subpoena, summons, or court or Governmental Order or request, to disclose Confidential Information provided by the other Party, the receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or Governmental Order or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the proprietary information, the receiving Party shall not comply with the subpoena with respect to the Confidential Information prior to the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information that it is legally obligated to disclose and shall use reasonable best efforts to treat such information as confidential. However, notwithstanding anything to the contrary in this Agreement, this Section 11.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or Governmental Order.
(d)In furtherance of Reinsurer’s obligation under paragraph (b) to process all Non-Public Personal Information on behalf of Ceding Company in a manner compliant with applicable Laws, Reinsurer shall establish and maintain an information security program comprised of administrative, technical, and physical safeguards reasonably designed and properly implemented to protect the confidentiality, integrity, and reliability of Confidential and Non-Public Personal Information. [***].
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(e)In the event that Reinsurer becomes aware of or has significant evidence to suggest that Non-Public Personal Information collected, created, or otherwise processed in connection with this Agreement has been subject to unauthorized disclosure, access, acquisition, or use (“Security Incident”), Reinsurer shall notify the Ceding Company in writing to [***] (with a copy to the Ceding Company pursuant to Section 11.2) within [***] of such discovery, regardless of whether such unauthorized disclosure, access, acquisition, or use was the result of malicious behavior or inadvertence. Within [***] Business Days of notification of a Security Incident, Reinsurer shall provide to the Ceding Company the following information, to the best of Reinsurer’s knowledge at the time: (i) the nature of the Security Incident; (ii) the information affected; (iii) the identity of the person(s) or entity(ies) who received the unauthorized disclosure or made the unauthorized access, acquisition, or use; (iv) what corrective action the Reinsurer took or will take to prevent further Security Incidents; (v) what Reinsurer did or will do to mitigate any deleterious effect of the Security Incident; and (vi) such other information as the Ceding Company may reasonably request. Reinsurer shall cooperate with Ceding Company in every reasonable way to investigate the Security Incident and shall terminate any unauthorized access to affected Non-Public Personal Information, remediate the Security Incident and take steps to prevent the reoccurrence thereof. Where applicable, Reinsurer shall provide reasonable assistance to Ceding Company to regain possession of the affected Non-Public Personal Information. Reinsurer shall reasonably cooperate with Ceding Company in the conduct of any investigation of, or litigation involving, third parties related to the Security Incident. Reinsurer shall discharge all responsibilities set forth in this paragraph at its own expense. Notwithstanding anything in this Agreement (including this Section 11.15(e) and Section 9.1(iii)) to the contrary, the Reinsurer's aggregate Liability for all Security Incidents shall not exceed $[***].
(f)As needed to comply with applicable Laws concerning the processing of Non-Public Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent required by Law to comply with any such applicable Laws applicable to the Parties.
(g)The Parties agree that the breach, or threatened breach, of any of the confidentiality provisions of this Agreement may cause irreparable harm without adequate remedy at law. Upon any such breach, the disclosing Party will be entitled to seek injunctive relief to prevent the receiving Party from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies.
Section 11.16.Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof.
Section 11.17.Sanctions. Notwithstanding other provisions of this Agreement, no Party shall be deemed to provide any part of any cover and no Party shall be liable to pay any part of any premium, claim or provide any part of any benefit hereunder solely to the extent that such portion of the provision of such cover or benefit, or the payment of such premium or claim, would violate any Laws prohibiting the provision of such cover or benefit or the payment of such premium or claim applicable to such Party including without limitation economic sanctions law or regulation applicable to either Party, its controlling entity, or its parent company.
[The rest of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the day and year first above written.
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
By:    /s/ Robin M. Raju
    Name: Robin M. Raju
    Title: Chief Financial Officer
RGA REINSURANCE COMPANY
By:    /s/ Ronald Herrmann
Name: Ronald Herrmann
Title: President & Chief Executive Officer and Executive Vice President, Head of RGA Americas

[Signature Page to EFLIC Coinsurance and Modified Coinsurance Agreement]
EX-10.4 5 eqh-09302025exhibit104.htm EX-10.4 Document
EXECUTION VERSION
COINSURANCE AND MODIFIED COINSURANCE AGREEMENT
Between
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(referred to as the Ceding Company)
and
RGA REINSURANCE COMPANY
(referred to as the Reinsurer)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS IDENTIFIED HEREIN WITH “[***].” SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K.





TABLE OF CONTENTS
Section 1.1.    Definitions    2
ARTICLE II. BASIS OF REINSURANCE AND BUSINESS REINSURED    26
Section 2.1.    Coverage    26
Section 2.2.    Insurance Contract Changes    27
Section 2.3.    Liability    27
Section 2.4.    Indemnity Reinsurance    27
Section 2.5.    Territory    27
Section 2.6.    Reinstatements    27
Section 2.7.    Discovered In-Force Policies and Lapsed Policies    28
Section 2.8.    Non-Guaranteed Elements    29
Section 2.9.    Retrocession    29
Section 2.10.    Separate Accounts    29
Section 2.11.    Existing Reinsurance    30
Section 2.12.    Net Retention    31
Section 2.13.    Existing IMR Amount; Transaction IMR Amount    32
Section 2.14.    Conversions, Exchanges and Replacements    32
ARTICLE III. PAYMENTS; ADDITIONAL CONSIDERATION    32
Section 3.1.    Initial Premium    32
Section 3.2.    Additional Consideration    33
Section 3.3.    Net Settlement    34
Section 3.4.    Delayed Payments    35
Section 3.5.    Defenses    35
Section 3.6.    Offset    35
Section 3.7.    [RESERVED].    35
Section 3.8.    MSO Modco Account    35
Section 3.9.    Reports from the Reinsurer    36
Section 3.10.    Reports from the Ceding Company.    38
ARTICLE IV. ADMINISTRATION    40
Section 4.1.    Administration    40
Section 4.2.    Performance Standards    40
Section 4.3.    Administrative Expense Allowance    41
Section 4.4.    Designated Administrative Account    41
Section 4.5.    Producer Agreements    41
Section 4.6.    Books and Records and Access    41
Section 4.7.    Programs of Internal Replacement    42
Section 4.8.    Large Claims; Claims Contests    42
ARTICLE V. LICENSES; RESERVE CREDIT; SECURITY    44
Section 5.1.    Licenses; Reserve Credit    44
Section 5.2.    Security    45
Section 5.3.    Trust Account and Settlements    47
Section 5.4.    Eligible Assets    47
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Section 5.5.    Deposit of Assets    49
Section 5.6.    Modification Following Certain Events    49
Section 5.7.    Withdrawal of Assets from the Trust Account    50
Section 5.8.    Adjustment of Security and Withdrawals    51
Section 5.9.    Letters of Credit    54
Section 5.10.    Continuation of a Triggering Event    55
Section 5.11.    Hedging    55
ARTICLE VI. OVERSIGHTS; COOPERATION    57
Section 6.1.    Oversights    57
Section 6.2.    Cooperation    57
Section 6.3.    Changes to RBC    57
ARTICLE VII. INSOLVENCY    58
Section 7.1.    Insolvency of the Ceding Company    58
ARTICLE VIII. DURATION; RECAPTURE    58
Section 8.1.    Duration    58
Section 8.2.    Survival    59
Section 8.3.    Recapture    59
Section 8.4.    Recapture Payments    60
Section 8.5.    Termination of Trust Account and Hedge Collateral Account    62
ARTICLE IX. INDEMNIFICATION    63
Section 9.1.    Reinsurer’s Obligation to Indemnify    63
Section 9.2.    Ceding Company’s Obligation to Indemnify    63
Section 9.3.    Applicability of Master Transaction Agreement    63
Section 9.4.    Good Faith    63
ARTICLE X. TAXES    63
Section 10.1.    Withholding    63
Section 10.2.    DAC Tax Adjustment    64
ARTICLE XI. MISCELLANEOUS    65
Section 11.1.    Expenses    65
Section 11.2.    Notices    65
Section 11.3.    Severability    66
Section 11.4.    Entire Agreement    66
Section 11.5.    Assignment    66
Section 11.6.    No Third-Party Beneficiaries    66
Section 11.7.    Amendment    66
Section 11.8.    Submission to Jurisdiction    66
Section 11.9.    Governing Law    67
Section 11.10.    Waiver of Jury Trial    67
Section 11.11.    Specific Performance    67
Section 11.12.    Waivers    67
Section 11.13.    Rules of Construction    68
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Section 11.14.    Counterparts    68
Section 11.15.    Treatment of Confidential Information and Non-Public Personal Information    69
Section 11.16.    Incontestability    72
Section 11.17.    Sanctions    72

INDEX OF SCHEDULES AND EXHIBITS
Schedule A Fair Market Value Methodologies
Schedule B Investment Guidelines
Schedule C-1 Types of Reinsured Contracts
Schedule C-2 Reinstatement Procedures
Schedule D Seriatim File
Schedule E Recapture Terminal Settlement
Schedule F Separate Accounts
Schedule G
Schedule H
Expense Allowance
Ceding Company Reports
Schedule H-1 Interim Reporting Period Reporting Requirements
Schedule I
Schedule J-1
Schedule J-2
Subject YRT Reinsurance Agreement
Unamortized Existing IMR Amount
Unamortized Transaction IMR Amount
Schedule K EIM Administrative Fee
Schedule L NGE Methodologies and Processes
Schedule M Qualified LOC Providers
Schedule N Permitted Accommodations
Schedule O Financed Reserves
Schedule P Existing Reinsurance Agreements
Schedule Q
Schedule R
Producer Commissions
[***]
Schedule S MSO Investment Guidelines

Exhibit 1

Form of Settlement Statement
Exhibit 2 Form of Trust Agreement
Exhibit 3 Form of Hedge Account Control Agreement
Exhibit 4 Form of Security Agreement
- iii -

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT
THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on July 31, 2025 (the “Closing Date”) and effective as of the Effective Time by and between Equitable Financial Life Insurance Company of America, an Arizona-domiciled insurance company (the “Ceding Company”), and RGA Reinsurance Company, a Missouri-domiciled reinsurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”
WHEREAS, the Ceding Company, Equitable Financial Life Insurance Company, a New York-domiciled insurance company (“EFLIC”), Equitable Financial Life and Annuity Company, a Colorado-domiciled insurance company (“EFLA”) and the Reinsurer have entered into a Master Transaction Agreement dated as of February 23, 2025 (the “Master Transaction Agreement”);
WHEREAS, the Master Transaction Agreement provides, among other things, for the Ceding Company and the Reinsurer to enter into this Agreement;
WHEREAS, as contemplated by the Master Transaction Agreement, upon the terms set forth herein, the Ceding Company wishes to cede to the Reinsurer, and the Reinsurer wishes to accept and reinsure, (i) the Quota Share (as defined below) of the General Account Liabilities (as defined below) in respect of the Reinsured Contracts (as defined below) on a coinsurance basis; and (ii) the Quota Share of the Separate Account Liabilities (as defined below), including the MSO Liabilities (as defined below), in respect of the Reinsured Contracts on a modified coinsurance basis;
WHEREAS, the Ceding Company ceded [***]% of certain Reinsured Liabilities under certain Reinsured Contracts constituting extended no lapse guarantee riders issued under universal life secondary guarantee insurance policies (the “Captive Policies”) to EQ AZ (as defined below) pursuant to the Captive Reinsurance Agreement (as defined below);
WHEREAS, immediately prior to the Effective Time of this Agreement, the Ceding Company will recapture all Reinsured Liabilities with respect to the Captive Policies ceded under the Captive Reinsurance Agreement (as defined below) such that the Ceding Company may cede the Quota Share of such Reinsured Liabilities to the Reinsurer pursuant to the terms of this Agreement;
WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, EFLIC and the Reinsurer will enter into a reinsurance agreement (the “EFLIC-Reinsurer Reinsurance Agreement”) pursuant to which, on the terms set forth therein, EFLIC will cede to the Reinsurer, and the Reinsurer will accept and reinsure, (i) the Quota Share of the General Account Liabilities (as defined in the EFLIC-Reinsurer Reinsurance Agreement) (x) on a coinsurance basis (other than with respect to the Regulatory Closed Block Liabilities (as defined in the EFLIC-Reinsurer Reinsurance Agreement)) and (y) on a modified coinsurance basis with respect to the Regulatory Closed Block Liabilities; and (ii) the Quota Share of the Separate Account Liabilities, including the MSO Liabilities (each as defined in the EFLIC-Reinsurer Reinsurance Agreement), on a modified coinsurance basis, in each case in respect of certain Reinsured Contracts (as defined in the EFLIC-Reinsurer Reinsurance Agreement) issued or assumed by EFLIC; WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, the Ceding Company, EFLA, the Reinsurer and the Trustee (as defined below) will enter into the Trust Agreement (as defined below) pursuant to which the Trustee will hold assets as security for the satisfaction of the obligations of the Reinsurer to the Ceding Company under this Agreement and as security for the satisfaction of the obligations of the Reinsurer to EFLA under the EFLA-Reinsurer Reinsurance Agreement; and
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WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, EFLA and the Reinsurer will enter into a reinsurance agreement (the “EFLA-Reinsurer Reinsurance Agreement”) pursuant to which EFLA will cede to the Reinsurer, and the Reinsurer will accept and reinsure, the Quota Share of the General Account Liabilities (as defined in the EFLA-Reinsurer Reinsurance Agreement) on a coinsurance basis in respect of certain Reinsured Contracts (as defined in the EFLA-Reinsurer Reinsurance Agreement) issued or assumed by EFLA;
WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, (a) the Ceding Company and the Reinsurer Hedge Party will enter into a Security Agreement (as defined below) pursuant to which the Reinsurer Hedge Party grants to the Ceding Company a security interest in certain assets to secure the Reinsurer’s obligations to the Ceding Company under this Agreement and (b) the Ceding Company, the Reinsurer Hedge Party and the Securities Intermediary will enter into an Account Control Agreement (as defined below) pursuant to which the Ceding Company will perfect by control a first priority security interest in such assets.
NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer agree as follows:
Article I.

DEFINITIONS
Section 1.1.Definitions. The following terms have the respective meanings set forth below throughout this Agreement:
[***]
“Account Control Agreement” means that certain Collateral Account Control Agreement, by and among the Reinsurer Hedge Party, the Ceding Company, and The Bank of New York Mellon, dated as of the date hereof.
“Action” means any claim, action, suit, litigation, arbitration or proceeding by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.
“Actuarial Appraisal” has the meaning set forth in the Master Transaction Agreement.
“Additional Consideration” has the meaning set forth in Section 3.2.
“Additional Reports” has the meaning set forth in Section 3.10(c).
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“Adjustment for FMV of IUL Product” means the amount set forth in the applicable Closing Statement as the adjustment for the change in the aggregate Fair Market Value of the embedded index option associated with the individual universal life insurance policies included within the Reinsured Contracts from the Effective Date to the close of business on the Business Day immediately preceding the Closing Date, determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement.
“Administrative Services” has the meaning set forth in Section 4.1(a).
“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.
“Agreement” has the meaning set forth in the preamble.
“Allocated Premium Taxes” means, in respect of any Monthly Accounting Period, Premium Taxes allocable to the Reinsured Contracts which shall be an amount equal to the Premiums received under the Reinsured Contracts (to the extent Premium Taxes are levied on such Premiums) in such Monthly Accounting Period multiplied by [***] basis points.
“Alternate Eligible Assets” has the meaning set forth in Section 8.04(a)(ii).
“Applicable Ceding Company Reports” has the meaning set forth in Section 3.10(a).
“Applicable Tax Gross-Up Percentage” means one minus the highest federal tax rate applicable to United States corporations as of the Closing Date with respect the payment contemplated in Section 3.1(a) or, in the event of a recapture of this Agreement, as of the Recapture Date.
“Asset Report” has the meaning set forth in Section 5.4(a).
“Assets in Transit” has the meaning set forth in the Trust Agreement.
“Books and Records” means originals or copies of all books and records in the possession, custody or control of the Ceding Company or any of its Affiliates that relate to the Reinsured Contracts, the Reinsured Liabilities or the Separate Accounts, including administrative records, claim records, sales records, underwriting records, financial records, reinsurance records, compliance records and other records, in whatever form maintained, but excluding certificates of incorporation, bylaws, corporate seals, licenses to do business, minute books and other corporate records relating to the corporate organization or capitalization of the Ceding Company or its Affiliates, tax returns or records (other than with respect to Premium Taxes and similar taxes that relate to the Reinsured Contracts or the Separate Accounts), records of any employee of the Ceding Company or its Affiliates, benefit plan records with respect to any employee of the Ceding Company or its Affiliates, and books and records that are subject to the attorney-client, work product, or other similar privilege or doctrine.
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“Business” means the business of issuing, selling, underwriting, marketing, administering, servicing, delivering insuring, reinsuring, cancelling and distributing the Reinsured Contracts issued by the Ceding Company.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed.
“Calculation Date” has the meaning set forth in Section 5.11(c).
“Capital Reporting Deadline” means, (a) with respect to a calendar quarter other than the last quarter of a calendar year, the date that is the later of (i) forty-five (45) calendar days after the end of such calendar quarter and (ii) three (3) Business Days after Reinsurer is required to file its quarterly Statutory Financial Statement with the Insurance Regulator of its state of domicile, and (b) with respect to the last calendar quarter of a calendar year, the date that is the later of (i) sixty (60) calendar days after the end of such year and (ii) three (3) Business Days after Reinsurer is required to file its annual Statutory Financial Statement with the Insurance Regulator of its state of domicile.
“Captive Policies” has the meaning set forth in the Recitals.
“Captive Reinsurance Agreement” means that certain Automatic Extended No Lapse Guarantee Rider Reinsurance Agreement by and between MONY Life Insurance Company of America (n/k/a Equitable Financial Life Insurance Company of America) and EQ AZ Life Re Company, effective September 8, 2006, as amended by Novation Agreement, effective April 11, 2018, by and among AXA Re Arizona Company (f/k/a AXA Financial (Bermuda) Ltd.), EQ AZ Life Re Company, and MONY Life Insurance Company of America.
“Ceding Company” has the meaning set forth in the preamble.
“Ceding Company Coinsurance Statutory Reserves” means, as of any date of determination, the Ceding Company Statutory Reserves as of such date.
“Ceding Company Domiciliary State” means the State of Arizona, or, if the Ceding Company changes its state of domicile to another state within the United States, such other state.
“Ceding Company Extra-Contractual Obligations” means all (i) Extra-Contractual Obligations attributable to acts, omissions or circumstances arising prior to the Closing Date and (ii) Extra-Contractual Obligations attributable to acts, omissions or circumstances arising on or after the Closing Date other than Reinsurer Extra-Contractual Obligations.
“Ceding Company Indemnified Parties” has the meaning set forth in Section 9.1.
“Ceding Company Reports” has the meaning set forth in Section 3.10(a).
“Ceding Company Statutory Reserves” means, as of any date of determination, the statutory reserves (including unearned premium reserves and other premium accruals) amount for the General Account Liabilities calculated in accordance with the Ceding Company Domiciliary State SAP that would be applicable to the Ceding Company, reflecting the sum of the following items (or the equivalent lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023), as calculated by the Ceding Company as of such date (without giving effect to this Agreement):
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(a)Line 1, column 1 of the Liabilities section (aggregate reserves), which for the avoidance of doubt will be net of (without duplication) statutory reserves ceded pursuant to Existing Reinsurance Agreements); plus,
Article II.
(a)Line 3, column 1 of the Liabilities section (liability for deposit-type contracts); plus,

(b)Line 13.1 of the Liabilities section (“Transfers to the Separate Account due or accrued”); plus,
Article III.
(a)Line 24.7, column 1 of the Liabilities section (funds held under coinsurance); minus,
Article IV.
(a)Any Additional Actuarial Reserves on line 07000004; minus,
Article V.
(a)Reserves established by the Ceding Company for the mortality risk of future conversions for Term life insurance contracts (“Pre-Term Conversion Reserves”); minus
Article VI.
(a)Line 15.2 of the Asset section (deferred premiums) (the “Deferred Premium”);

provided, however, that Ceding Company Statutory Reserves shall at all times be calculated after giving effect to any aggregation benefits among the blocks of business included in the Reinsured Contracts permitted under Ceding Company Domiciliary State SAP but shall otherwise be calculated on a stand-alone basis without regard to any other business of the Ceding Company or the Reinsurer; provided further that, Ceding Company Statutory Reserves shall not include (i) IMR, (ii) [***], (iii) any voluntary reserves, or (iv) any other reserve not directly attributable to the Reinsured Contracts. [***].

“Closing” has the meaning set forth in the Master Transaction Agreement.
“Closing Date” has the meaning set forth in the preamble.
“Closing Statement” means the Preliminary Estimated Closing Statement, the Estimated Closing Statement, or the Final Closing Statement, as applicable.
“Code” means the United States Internal Revenue Code of 1986.
“Company Action Level RBC” means, with respect to any insurance company, company action level risk-based capital as calculated in accordance with the applicable Laws of such insurance company’s state of domicile in effect as of the date of determination.
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“Confidential Information” with respect to a Party, means any and all information provided by, made available by or provided or made available on behalf of such Party, any of its Affiliates or Representatives, on, before or after the date hereof, including, with respect to the Ceding Company, Non-Public Personal Information and all data relating to the Policyholders of the Reinsured Contracts which are maintained, processed or generated by the Ceding Company or, if applicable, the Reinsurer in connection with the Reinsured Liabilities and including the contents of this Agreement or the other Transaction Agreements not otherwise publicly disclosed, but shall not include the existence of this Agreement and the identity of the Parties; provided, that Confidential Information does not include information that (a) is generally available to the public other than as a result of a disclosure by the receiving Party in violation of its confidentiality obligation, (b) is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (c) is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party; and provided, further, that the foregoing exceptions shall not supersede the obligations of the receiving Party with respect to any Non-Public Personal Information.
“Contested Claim” has the meaning specified in Section 4.8.
“Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Control will be presumed to exist if any Person directly or indirectly owns, controls or holds with the power to vote ten percent (10%) or more of the voting securities of any other Person. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.
“Credit for Reinsurance Letters of Credit” means letters of credit that are in a form and satisfying all other requirements to provide Reserve Credit in the Ceding Company Domiciliary State.
“DAC Tax Election” has the meaning specified in Section 10.2(a).
“Designated Administrative Account” means a bank account of the Reinsurer at a bank reasonably acceptable to the Ceding Company pursuant to which the Ceding Company has authority to withdraw funds as reimbursement for the Ceding Company’s payment of the Quota Share of General Account Liabilities.
“Discovered Contract” means any policies, contracts or other evidences of insurance of the types described on Schedule C-1 issued on or prior to June 30, 2024 and in force as of the Effective Time but not included as a Reinsured Contract in Schedule D, together with all binders, slips, individual certificates, applications therefor, supplements, endorsements, and riders thereto issued or entered into in connection with such contracts of the types described on Schedule C-1.
“Discovered Contract Transfer Amount” means, with respect to any Discovered Contract transferred pursuant to Section 2.7(a), an amount equal to (a) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves associated with such Discovered Contract, determined as of the Effective Time, plus interest thereon calculated at the Interest Rate from the Effective Time to the date of such transfer, minus (b) the Quota Share of the Policy Loan Balance with respect to such Discovered Contract as of the Effective Time, plus (c) the Quota Share of Additional Consideration received by the Ceding Company in respect of such Discovered Contract at or after the Effective Time to the date of such payment, minus (d) the Quota Share of Reinsured Liabilities paid in respect of such Discovered Contract at or after the Effective Time to the date of such payment, in the case of (c) and (d) with interest thereon, calculated at the Interest Rate from the date of payment or receipt, as applicable, to the date of such payment.
- 6 -


“Duration Management Collateral Balance” has the meaning set forth in Section 5.4(c).

“Duration Management Funding Adjustment” means, for each Duration Management Monthly Accounting Period, the greater of (x) the product of (a) multiplied by (b) multiplied by (c) multiplied by (d) and (y) zero (0):

Section 6.1.the reduction in the minimum asset duration for such Duration Management Monthly Accounting Period elected by the Reinsurer pursuant to Section 5.4(c), multiplied by
Article VII.
Section 7.1.the Required Balance at the beginning of such Monthly Accounting Period, multiplied by

Section 7.2.The change from the beginning of the initial Monthly Accounting Period in which the Reinsurer elects to reduce the minimum required asset duration to the end of the current Monthly Accounting Period of the weighted average yield-to-worst of the indices as specified in the Purchase Price Adjustment (as defined in the Master Transaction Agreement), multiplied by
Article VIII.
Section 8.1.the Pro Rata Share as of the end of such Duration Management Monthly Accounting Period.
Article IX.
“Duration Management Monthly Accounting Period” has the meaning set forth in Section 5.4(c).

“Effective Date” means April 1, 2025.

“Effective Time” means 12:01 a.m. on the Effective Date.

“EFLA” has the meaning set forth in the Recitals.

“EFLA-Reinsurer Reinsurance Agreement” has the meaning set forth in the Recitals.

“EFLA Required Balance” has the same meaning as “Required Balance” (but disregarding clause (m) thereof) in the EFLA-Reinsurer Reinsurance Agreement.

“EFLIC” has the meaning set forth in the Recitals.

“EFLIC-Reinsurer Reinsurance Agreement” has the meaning set forth in the Recitals.

“Eligible Assets” has the meaning set forth in Section 5.4.
“Embedded Index Risk Report” has the meaning set forth in Section 5.11(c).
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“Embedded MSO Liabilities Report” has the meaning set forth in Section 5.11(c)
“EQ AZ” means EQ AZ Life Re Company, an Arizona captive insurance company.
“Estimated Closing Statement” has the meaning specified in the Master Transaction Agreement.
“Estimated Initial Premium” has the meaning specified in the Master Transaction Agreement.
“Estimated Initial Required Balance” has the meaning specified in the Master Transaction Agreement.
“Estimated Recapture Terminal Settlement” has the meaning set forth in Section 8.4(a).
“Estimated Recapture Terminal Settlement Statement” has the meaning set forth in Section 8.4(a).
“Ex Gratia Payments” means a payment that is both (a) outside the terms and conditions of the applicable Reinsured Contract, and (b) made by or on behalf of the Ceding Company without the consent of the Reinsurer. For the avoidance of doubt, (i) payments made in accordance with a legally binding Governmental Order or a binding settlement that are not otherwise Excluded Liabilities and (ii) payments that are Permitted Accommodations shall not be considered Ex Gratia Payments and shall be deemed Reinsured Liabilities hereunder.
“Excluded Liabilities” means (a) all Ceding Company Extra-Contractual Obligations, (b) any and all Liabilities resulting from changes to the terms and conditions of any Reinsured Contract after the Effective Time to the extent such changes are in violation of Section 2.2, (c) all Liabilities for amounts due or payable prior to the Effective Time under the Reinsured Contracts, and (d) any Liability arising under any Reinsured Contract as to which the date of death triggering a death benefit under such Reinsured Contract occurred prior to the Effective Time, provided that this clause (d) shall not include Liabilities arising under any Reinsured Contract that covers joint lives where only one covered death has occurred prior to the Effective Time.
“Existing IMR Amount” means the amount of the Ceding Company’s existing IMR, calculated on an after-tax basis, that has been allocated by the Ceding Company to the Reinsured Liabilities ceded hereunder on a coinsurance basis as of the Closing Date (but prior to the transfer of assets by the Ceding Company pursuant to Section 3.1(b)), determined in accordance with SAP applicable to the Ceding Company. For the avoidance of doubt, Existing IMR Amount shall include interest maintenance reserve generated from the repositioning of the Asset Portfolio (as defined in the Master Transaction Agreement) prior to the Closing in accordance with terms of the Master Transaction Agreement.
“Existing Reinsurance Agreements” means all reinsurance agreements under which the Ceding Company has ceded to reinsurers (whether or not Affiliated with the Ceding Company) risks arising in respect of the Reinsured Contracts (and only to the extent such agreements cover the Reinsured Contracts) where such agreements are (a) in force as of the date hereof or (b) terminated but under which there remains any outstanding Liability of the reinsurer, in each case as set forth on Schedule P as all such reinsurance agreements may be in force and effect from time to time and at any time; provided, however, that Existing Reinsurance Agreements shall not include the Captive Reinsurance Agreement which agreement shall be disregarded for all purposes of this Agreement except for the purpose of defining Financed Reserves or as referenced in Section 5.1(b).
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“Expense Allowances” means for each Monthly Accounting Period an amount determined in accordance with Schedule G.
“Extra-Contractual Obligations” means all Liabilities and any other related expenses (including attorney’s fees) to any Person or Persons arising out of or relating to the Reinsured Contracts (other than Liabilities arising under the terms and conditions and within the policy limits of the Reinsured Contracts, including amounts that are finally determined by a court of competent jurisdiction to be owed to a Policyholder or beneficiary under the terms and conditions of a Reinsured Contract), including any loss in excess of the limits arising under or covered by any Reinsured Contract, any Liabilities for exemplary, punitive, compensatory, special or regulatory damages or interest, fines, penalties, Taxes, fees, forfeitures, bad faith, tort, statutory or any other form of extra-contractual damages, as well as all legal fees and expenses relating thereto, which Liabilities arise out of or result from any act, error or omission, whether or not intentional, negligent, fraudulent, in bad faith or otherwise, arising out of or relating to the Reinsured Contracts, including (a) the form, sale, marketing, distribution, underwriting, production, issuance, cancellation or administration of the Reinsured Contracts, (b) the investigation, defense, prosecution, trial, settlement (including the failure to settle) or handling of claims, benefits, or payments under the Reinsured Contracts, (c) the failure to pay or the delay in payment or errors in calculating or administering the payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Reinsured Contracts, (d) the failure of any Reinsured Contract to provide the purchaser, customer or other holder or intended beneficiaries thereof with Tax treatment under the Code that is the same as or more favorable than the Tax treatment under the Code that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the applicable Reinsured Contract or for which policies or contracts of that type are intended to qualify under the Code, (e) failure to comply with applicable escheat or abandoned property Laws, (f) any conversion of administrative systems and (g) Ex Gratia Payments.
“Fair Market Value” means, with respect to any asset, the value thereof (including accrued interest) calculated in accordance with the methodology set forth on Schedule A.
“Final Closing Statement” has the meaning given to such term in the Master Transaction Agreement.
“Financed Reserves” means, as of any date of determination, the amount of Ceding Company Coinsurance Statutory Reserve that would be ceded under the Captive Reinsurance Agreement as of such date, measured as if the recapture thereunder was not in effect (and determined without regard to whether the Captive Reinsurance Agreement remains in effect), multiplied by the Financed Reserves Factor applicable for the current calendar year, as set forth on Schedule O.
“Financed Reserves Factor” is set forth on Schedule O.
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“FMV Payment/Trust Funding Default” means there has been a failure by the Reinsurer (i) to timely pay any undisputed amounts due hereunder in an aggregate amount that, when added to the aggregate undisputed amounts that the Reinsurer has failed to fund in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, of the EFLA Reinsurance Agreement or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e) that has not been cured, exceeds $[***]; or (ii) to timely fund the Trust Account in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, or Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, of the EFLA Reinsurance Agreement or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e), in an aggregate undisputed amount that, when added to the aggregate amount of undisputed amounts that the Reinsurer has failed to timely pay that has not been cured, exceeds $[***], and, in each case of (i) and (ii), such failure has not been cured within [***] Business Days after written notice thereof from the Ceding Company or EFLA, as applicable.
“FMV Required Balance” means, as of any date of determination:
(a)except during any period in which clause (b), (c) or (d) below applies, [***];
(b)following the occurrence and during the continuance of a Level One RBC Ratio Event, [***];
(c)following the occurrence and during the continuance of (i) an FMV Payment/Trust Funding Default, (ii) an Insolvency Event or (iii) a Reserve Credit Event, [***]; and
(d)following the occurrence and during the continuance of a Level Two RBC Ratio Event, [***];
provided, however, that if the only FMV Triggering Event in effect is a Reserve Credit Event (such that clause (c) of the definition of FMV Required Balance applies), then, if a “Reserve Credit Event” (as defined in the EFLA-Reinsurer Reinsurance Agreement) is not also then in effect, the FMV Required Balance shall be calculated as the sum of (x) [***] of the Required Balance (but disregarding clause (m) of the definition of Required Balance) plus (y) [***].
“FMV Triggering Event” means an event or circumstance that results in any of the clauses (b), (c) or (d) of the definition of FMV Required Balance being applicable, as determined in accordance with such definition.
“General Account Liabilities” means the following Liabilities of the Ceding Company arising out of or relating to the Reinsured Contracts and arising on or after the Effective Time with respect to all Reinsured Contracts, net of amounts actually collected by or on behalf of the Ceding Company under the Existing Reinsurance Agreements, but excluding Separate Account Liabilities and Ceding Company Extra-Contractual Obligations, calculated in accordance with the Ceding Company Domiciliary State SAP:
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(a)all Liabilities (including death benefits, secondary guarantee death benefits, guaranteed minimum death benefits, reduced paid-up death benefits, extended term, waiver of premium benefits, accident and health benefits, endowments or matured endowments, paid-up additions, lump sum payments, periodic payments, deferred payments, discontinuance disbursements, payments in respect of market value adjustments and rights to purchase additional coverage), unearned premiums, interest on claims or unearned premiums, interest on policy funds, experience refunds, amounts in respect of profit sharing, withdrawals, surrenders, amounts payable for returns or refunds of premiums, and policy loans made under the terms of any Reinsured Contract and other contract benefits, in each case, arising under the terms and conditions of the Reinsured Contracts (including amounts that are finally determined by a court of competent jurisdiction to be owed to a Policyholder or beneficiary under the terms and conditions of a Reinsured Contract) and whether such amounts are escheated or paid to Policyholders or beneficiaries of the Reinsured Contracts and claim expenses (including all reasonable litigation expenses related thereto) to the extent specifically provided in Section 4.8;
(b)all Liabilities arising out of changes to the terms and conditions of the Reinsured Contracts permitted or required by Section 2.2;
(c)all amounts payable by the Ceding Company under the Existing Reinsurance Agreements; and
(d)all Liabilities of the kind described in clause (a) above which relate to Reinsured Contracts and that (i) are amounts held in the general account of the Ceding Company pending transfer to the Separate Accounts, or (ii) contemplate payment from a Separate Account the amount of which exceeds the assets of such Separate Account (without duplication of the amounts set forth in clause (a) above).
(e)For the avoidance of doubt, the Reinsurer shall indemnify the Ceding Company for Reinsurer Extra-Contractual Obligations in accordance with Article IX.
“Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body having jurisdiction over a Party.
“Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
[***]
“Gross Statutory-to-Economic Reserve Adjustment” means an amount equal to the sum of (a) the Quota Share of Ceding Company Coinsurance Statutory Reserves; plus (b) the Quota Share of the Existing IMR Amount; plus (c) the Transaction IMR; minus (d) the Reinsurance Premium as of the Effective Time.
“Hedge Collateral Account” means, collectively, a securities and deposit account established by the Reinsurer Hedge Party.
“Hedge Collateral Account Assets” means cash and publicly-traded securities which are of a type allowable under the Investment Guidelines.
“IMR” means an interest maintenance reserve with respect to assets supporting the Reinsured Risks, as determined in accordance with the SAP applicable to the Ceding Company (in the case of the Existing IMR Amount and the Transaction IMR Amount) and the SAP applicable to the Reinsurer (in the case of the Post-Closing Date IMR Amount).
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“IMR Amount” means (a) the Quota Share of the Existing IMR Amount plus (b) the Transaction IMR Amount plus (c) the Post-Closing Date IMR Amount.
“Indemnitee” means a Ceding Company Indemnified Party or Reinsurer Indemnified Party, in each case, which is entitled to indemnification under this Agreement.
“Independent Accounting Firm” has the meaning set forth in Section 5.8(g).
“Independent Actuary” has the meaning set forth in Section 5.8(g).
“Initial Premium” has the meaning set forth in Section 3.1(a).
“Initial Required Balance” means the Required Balance as of the Closing Date.
“Insolvency” has the meaning set forth in Section 5.7(a).
“Insolvency Event” has the meaning set forth in clause (c) of the definition of Recapture Triggering Event.
“Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with the supervision of insurance companies in such jurisdiction.
“Interest Rate” means the sum of (a) one hundred (100) basis points (expressed as a rate per annum) plus (b) the annual yield rate, on the date to which the 90-Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of three (3) months, as such rate is published under the “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519).
“Interim Reporting Period” has the meaning set forth in Section 3.10(a).
“Investment Guidelines” has the meaning set forth in Section 5.4.
“Investment Management Agreement” has the meaning set forth in the Master Transaction Agreement.
“KPI Failure” has the meaning set forth in Section 3.10(b).
“Large Claim” has the meaning set forth in Section 4.8.
“Law” means any United States or non-United States federal, state or local statute, law, ordinance, rule, regulation, code, administrative interpretation or principle of common law or equity imposed by or on behalf of a Governmental Authority and any Governmental Order.
“Level One RBC Ratio Event” means that the Reinsurer’s RBC Ratio as of any calendar quarter end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is less than [***]% and Reinsurer fails to restore its RBC Ratio to at least [***]% by the end of the subsequent calendar quarter as reported by the applicable Capital Reporting Deadline for such subsequent calendar quarter; provided, that, a Level One RBC Ratio Event shall be deemed to be no longer continuing from and after the date that Reinsurer provides a certification in accordance with Section 3.9(a) that certifies that Reinsurer’s RBC Ratio is equal to or greater than [***]% as of [***].
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“Level Two RBC Ratio Event” means that the Reinsurer’s RBC Ratio as of any calendar quarter end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is less than [***]% and Reinsurer fails to restore its RBC Ratio to at least [***]% by the end of the subsequent calendar quarter as reported by the applicable Capital Reporting Deadline for such subsequent calendar quarter; provided, that, a Level Two RBC Ratio Event shall be deemed to be no longer continuing from and after the date that Reinsurer provides a certification in accordance with Section 3.9(a) that certifies that Reinsurer’s RBC Ratio is equal to or greater than [***]% as of [***].
“Liabilities” means any and all debts, liabilities, commitments or obligations, whether direct or indirect, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, whether arising in the past, present or future.
“Losses” means any and all damages, judgments, awards, liabilities, losses, obligations, claims of any kind or nature, fines and costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents) other than amounts constituting special, indirect, incidental, consequential or punitive damages (including any damages on a lost profits, lost revenue, multiples or similar basis), except to the extent that (i) any such damages are actually recovered against an Indemnitee pursuant to a Third-Party Claim, or (ii) solely with respect to consequential damages (including (i) lost value as determined based on the valuations and calculations set forth in the Actuarial Appraisal, based  upon a [***]% discount rate, (ii) lost profits and (iii) lost revenue), (1) such damages are recoverable under the laws of the State of New York, (2) the Indemnitee satisfies all elements necessary for proof of such damages under such laws and (3) such damages result from or arise out of the Business as currently conducted and shall not take into account any current or future plans for the Business following the Closing Date regardless of whether such plans are communicated to or known by a Party to this Agreement.
“Market-to-Book Ratio” means, with respect to (x) any Eligible Asset to be withdrawn from or deposited into the Trust Account pursuant to a substitution of Eligible Assets as permitted by Section 5.4(b), the ratio, as of any date of determination, of the Fair Market Value of such Eligible Asset to the Statutory Book Value of such Eligible Asset as of such date (expressed as a percentage); and (y) any withdrawal of Eligible Assets from the Trust Account as permitted by Section 5.8(d)(i)(3), the ratio, as of any date of determination, of the aggregate Fair Market Value of the Eligible Assets in the Trust Account to the aggregate Statutory Book Value of such Eligible Assets as of such date (expressed as a percentage).
“Master Transaction Agreement” has the meaning set forth in the Recitals.
“Month-End Required Balance Report” has the meaning set forth in Section 5.8(a).
“Monthly Accounting Period” means each successive calendar month during the term of this Agreement or any fraction thereof, beginning at the Effective Time and ending on the Recapture Date or the date this Agreement is otherwise terminated in accordance with Article VIII, as applicable.
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“Monthly Funding Limit” means (a) for the period commencing on the Closing Date and ending on December 31, 2026, $[***] per month and (b) for each calendar year thereafter, the Quota Share of the excess (if any) for the immediately preceding calendar year of (i) the average amount of monthly General Account Liabilities paid, over (ii) the average amount of monthly Additional Consideration (other than Additional Consideration allocated to the Separate Accounts) received; provided, that, in each case, the Ceding Company may propose to the Reinsurer to increase the Monthly Funding Limit for one or more months to accommodate reasonable seasonal experience or other factors, but not to exceed a balance of $[***], and the Reinsurer’s consent to any such proposal shall not be unreasonably withheld, delayed or conditioned.
“Monthly Settlement Statement” has the meaning set forth in Section 3.3(a).
“MSO Assets” means, collectively, the MSO Hedges and the MSO Investment Assets.

“MSO Hedges” means derivative instruments purchased by the Ceding Company to hedge the MSO Option Value.

“MSO Hedge P&L” means with respect to any Quarterly Accounting Period, the profits and losses of the MSO Hedges during such Quarterly Accounting Period as calculated by the Ceding Company and shall include (i) all settlement cash flows paid and received by the Ceding Company with respect to MSO Hedges (excluding option premium payments) and (ii) all realized and unrealized gains or losses arising from MSO Hedges.

“MSO Investment Assets” means assets held in the MSO Separate Account and allocated to support the MSO Reserves, but excluding any MSO Hedges held in the MSO Modco Account.

“MSO Investment Guidelines” means the investment guidelines attached hereto at Schedule S with respect to the management of the MSO Investment Assets and the MSO Hedges.

“MSO Investment Assets Net Cash Flow” means, with respect to any Quarterly Accounting Period, (i) minus (ii), where:

(i)(i)     is the MSO Modco Investment Credit for such Quarterly Accounting Period plus the contract charges collected by the Ceding Company during such Quarterly Accounting Period and attributable to the MSO Liabilities; and
(ii)(ii)     is the option premium attributable to the MSO Liabilities paid by the Ceding Company during such Quarterly Accounting Period.
“MSO Liabilities” means with respect to each Reinsured Contract, the Liabilities (other than Excluded Liabilities) arising out of the “Market Stabilizer Option” or “Market Stabilizer Option II” as defined in the terms of such Reinsured Contract.

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“MSO Option Value” means the aggregate Fair Market Value of the hypothetical portfolios of derivatives that replicate the embedded index risks associated with MSO Liabilities, as determined by the Ceding Company in accordance with its ordinary course practices.

“MSO Modco Account” has the meaning set forth in Section 3.8(a).

“MSO Modco Investment Credit” means, with respect to any Quarterly Accounting Period, the sum of all interest and other earnings (including realized gains and losses), net of investment expenses, earned and realized on the MSO Investment Assets during such Quarterly Accounting Period.

“MSO Modco Reserve Adjustment” has the meaning set forth in Section 3.8(c).

“MSO Reserves” means, as of any date of determination, the sum of (i) the aggregate amount of statutory reserves of the Ceding Company with respect to the MSO Liabilities (as would be described in Line 1, column 3 of the Liabilities section and Exhibit 3 of the Statutory Financial Statements related to separate accounts of the Ceding Company (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023)), calculated in accordance with the Ceding Company Domiciliary State SAP, and (ii) interest maintenance reserves attributable to the MSO Separate Account.

“MSO Separate Account” means the non-insulated separate accounts of the Ceding Company to the extent attributable to the Reinsured Contracts identified on Schedule F.

[***]

“Net Ceding Company Coinsurance Statutory Reserves” means, as of any date of determination, the Ceding Company Coinsurance Statutory Reserves minus the Financed Reserves as of such date.

[***]
“Net Settlement” has the meaning set forth in Section 3.3(a).
“Net Statutory-to-Economic Reserve Adjustment” means the Gross Statutory-to-Economic Reserve Adjustment less the Quota Share of Financed Reserves as of the Effective Date.
“Non-Guaranteed Elements” means the cost of insurance charges, credited interest rates, mortality and expense charges, administrative expense risk charges, lump sum payment options, policy loads, and any other policy features that are subject to change by the Ceding Company, including those items set forth in Actuarial Standard of Practice 2-Non-Guaranteed Charges or Benefits for Life Insurance Policies and Annuity Contracts in effect as of the Effective Time and any successor rules for such Non-Guaranteed Elements as in effect from time to time.
“Non-Public Personal Information” means any non-public personally identifiable information concerning or relating to the Ceding Company’s past, current or prospective applicants, customers, clients, policy owners, contract holders, insureds, claimants, and beneficiaries of Reinsured Contracts or other contracts issued by the Ceding Company, and its representatives that is protected by applicable privacy laws, including (a) “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act, as amended, and implementing regulations, 15 U.S.C.
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§ 6809(4); and (b) “Personal Information” as defined in the California Consumer Privacy Act of 2018 (Cal. Civ. Code Division 3, Part 4, Title 1.81.5); provided, that information that is otherwise publicly available shall not be considered “Non-Public Personal Information”; and, provided, further, that “Non-Public Personal Information” does not include de-identified personal data, (i.e., information that does not identify, or could not reasonably be associated with, an individual).
“Parties” has the meaning set forth in the preamble.
“Party” has the meaning set forth in the preamble.
“Permitted Accommodations” means ex gratia payments and modifications and waivers to the Reinsured Contracts, in each case made by or on behalf of the Ceding Company following the Effective Time that are permitted and result from the actions listed on Schedule N.
“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, joint-stock company, trust, governmental, judicial or regulatory body, business unit, division (including a segregated account or cell), association or organization or other entity.
“Policy Loan Balance” means, with respect to any date of determination, the amount of contract loans in respect of the Reinsured Contracts, as of such date, to the extent such contract loans would be reflected in Line 6, column 1 of the “Assets” section of the Ceding Company’s Statutory Financial Statement (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023) under Ceding Company Domiciliary State SAP, net of any unearned policy loan interest on such loans but including any due and accrued interest thereon.
“Policyholder” means the holder of any Reinsured Contract.
“Post-Closing Date IMR Amount” means the amount of IMR, calculated on an after-tax basis, and determined in accordance with SAP applicable to the Reinsurer, that is created following the Closing Date with respect to the assets supporting the Quota Share of the Reinsured Liabilities ceded to the Reinsurer hereunder on a coinsurance basis, it being understood that all of the assets on deposit in the Trust Account shall be deemed to be assets supporting the Quota Share of the Reinsured Liabilities for purposes of determining the Post-Closing Date IMR Amount.
“Preliminary Estimated Closing Statement” have the meaning given to such term in the Master Transaction Agreement.
“Premium Taxes” means all taxes assessed in respect of the Premiums under the Reinsured Contracts by any Governmental Authority.
“Premiums” means premiums, considerations, policy loan repayments, deposits and similar amounts collected by or on behalf of the Ceding Company in respect of the Reinsured Contracts.
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“Pro Rata Share” means, as of any date of determination, the ratio (expressed as a percentage) of (x) to (y), where (x) is the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves as of such date and (y) is the sum of (i) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves as of such date plus (ii) the “Quota Share” of the “Net Ceding Company Coinsurance Statutory Reserves” (as such terms are defined in the EFLA-Reinsurer Reinsurance Agreement) as of such date.
“Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of the Ceding Company or its Affiliates, responsible for writing, marketing, producing, selling or soliciting Reinsured Contracts.
“Program of Internal Replacement” has the meaning set forth in Section 4.7.
“Purchase Price Adjustment” means the amount set forth in the Ceding Company’s Closing Statement as the Purchase Price Adjustment determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement (which may be a positive or negative number).
“Qualified LOC Provider” means a bank that is (a) on the “List of Qualified U.S. Financial Institutions” established and maintained by the NAIC and (b) set forth on the Ceding Company’s list of approved letter of credit providers which is initially attached as Exhibit M hereto, which list must at all times contain at least three (3) banks and may be updated from time to time by the Ceding Company upon written notice to the Reinsurer (but not more than once in any 12 month period).
“Quarterly Accounting Period” means each successive calendar quarters during the term of this Agreement or any fraction thereof, beginning at the Effective Time and ending on the Recapture Date or the date this Agreement is otherwise terminated in accordance with Article VIII, as applicable.
“Quota Share” means seventy-five percent (75%).
“RBC Ratio” means, with respect to any U.S. domiciled insurance or reinsurance company, subject to Section 6.3, the percentage equal to (a) the quotient of the Total Adjusted Capital of such insurance or reinsurance company divided by the Company Action Level RBC, multiplied by (b) 100; provided, that any calculation of the RBC Ratio as of the end of any calendar quarter other than the last day of a calendar year shall be based on such insurance company’s good faith estimate using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization.
(e)“Recapture Additional Payment Amount” [***].
“Recapture Date” has the meaning set forth in Section 8.3.
“Recapture Notice” has the meaning set forth in Section 8.3(a).
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“Recapture Payment/Trust Funding Default” means there has been a failure by the Reinsurer (i) to timely pay any undisputed amounts due hereunder in an aggregate amount that, when added to the aggregate undisputed amounts that the Reinsurer has failed to fund in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, and/or under Sections 5.8(d)(i)(1) or 5.8(d)(i)(2) of the EFLA Reinsurance Agreement, as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e) that has not been cured, exceeds $[***]; or (ii) to timely fund the Trust Account in accordance with Sections 5.8(d)(i)(1) or 5.8(d)(i)(2), as applicable, and/or under Sections 5.8(d)(i)(1) or 5.8(d)(i)(2) of the EFLA Reinsurance Agreement, as applicable, or to cause the Reinsurer Hedge Party to timely fund the Hedge Collateral Account in accordance with Section 5.11(e), in an aggregate undisputed amount that, when added to the aggregate amount of undisputed amounts that the Reinsurer has failed to timely pay that has not been cured, exceeds $[***], and, in each case of (i) and (ii), such failure has not been cured within [***] Business Days after written notice thereof from the Ceding Company or EFLA, as applicable.
“Recapture Terminal Settlement” has the meaning set forth in Section 8.4(b).
“Recapture Terminal Settlement Statement” has the meaning set forth in Section 8.4(b).
“Recapture Transaction IMR Adjustment” means (a) the amount of IMR, calculated on an after-tax basis, that would have been created on the date of payment of the Recapture Terminal Settlement as a direct result of the transfer of assets by the Reinsurer to the Ceding Company pursuant to Section 8.4(a) or (d), as applicable, determined in accordance with SAP applicable to the Reinsurer, if all such assets were withdrawn from the Trust Account in accordance with the terms thereof, less (b) the amount of the Recapture Transaction IMR Amount (without regard to the proviso therein).
“Recapture Transaction IMR Amount” means the amount of the IMR, calculated on an after-tax basis, that is created on the date of payment of the Recapture Terminal Settlement as a direct result of the transfer of assets by the Reinsurer to the Ceding Company pursuant to Section 8.4(a) or (d), as applicable, determined in accordance with SAP applicable to the Reinsurer; provided, however, that if this Agreement is terminated by the Reinsurer pursuant to Section 8.3(b), and the Reinsurer elects to replace assets in the Trust Account with Alternate Eligible Assets for all or a portion of the payment of the Estimated Recapture Terminal Settlement pursuant to Section 8.4(a)(ii), the Recapture Transaction IMR Amount shall be (a) increased by the amount of the Recapture Transaction IMR Adjustment if such adjustment amount is a positive amount or (b) decreased by the absolute value of the Recapture Transaction IMR Adjustment if such adjustment amount is a negative amount.
“Recapture Triggering Event” means any of the following occurrences:
(a)the RBC Ratio of the Reinsurer as of any calendar quarter-end as set forth in the RBC Ratio certificate delivered in accordance with Section 3.9(a) is below [***]% and the Reinsurer fails to restore its RBC Ratio to at least [***]% within [***] calendar days following the Capital Reporting Deadline for such calendar quarter; provided that a Recapture Triggering Event under this item (a) shall be deemed to be no longer continuing from and after the date that the Reinsurer certifies to the Ceding Company that its RBC Ratio is equal to or greater than [***]% and provides the Ceding Company with reasonable evidence thereof in accordance with Section 3.9(b); provided, that if a Recapture Triggering Event under this clause (a) is cured on the basis of mid-quarter figures and the RBC Ratio of the Reinsurer as of the next quarter-end is below [***]%, such event shall immediately constitute a Recapture Triggering Event;
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(b)a Recapture Payment/Trust Funding Default has occurred;
(c)the Reinsurer has been placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name is appointed for, or takes charge of, its assets or assumes control of its operations (each an “Insolvency Event”); or
(d)a Reserve Credit Triggering Event has occurred.
“Reinstatement Procedures” means the policies and procedures of the Ceding Company as set forth on Schedule C-2 hereto for reinstating policies of the type reinsured hereunder.
“Reinsurance Premium” has the meaning set forth in the Master Transaction Agreement.
“Reinsurance Recoverables” means all amounts recoverable from reinsurers under the Existing Reinsurance Agreements to the extent such amounts are reflected as admitted assets on the Ceding Company’s Statutory Financial Statements.

“Reinsurance Recoveries” means all amounts [***] by or on behalf of the Ceding Company under the Existing Reinsurance Agreements in respect of the Reinsured Contracts, including all recoveries, termination and recapture amounts (including amounts released to the Ceding Company from funds withheld accounts and modified coinsurance accounts), returns, amounts in respect of profit sharing and all other sums to which the Ceding Company may be entitled under the Existing Reinsurance Agreements, except to the extent such amounts collected under the Existing Reinsurance Agreements relate to Excluded Liabilities.

“Reinsured Contracts” means (a) the universal life insurance contracts, variable universal life insurance contracts (but excluding all variable universal life insurance contracts classified as bank-owned or corporate-owned variable universal life insurance contracts with the Separate Account FSA (Fixed Separate Account) option, which insurance contracts shall not be considered Reinsured Contracts or otherwise reinsured under this Agreement), and indexed universal life insurance contracts described on Schedule C-1 issued on or prior to June 30, 2024 and listed in the seriatim file set forth in Schedule D, (b) reinstatements that are reinsured pursuant to Section 2.6, and (c) all Discovered Contracts that have been reinsured pursuant to Section 2.7, subject to payment of the Discovered Contract Transfer Amount, in each case of (a), (b) and (c), including all binders, slips, individual certificates, applications therefor, supplements, endorsements, and riders thereto issued or entered into in connection with such contracts, including the long term care, accidental death benefit and disability waiver of premium riders described on Schedule C-1. For avoidance of doubt, riders and endorsements shall be considered included on Schedule C-1 only to the extent that the reserves for such riders and endorsements are included in the Final Closing Statement or the cashflow projections for such riders and endorsements are included in the Actuarial Appraisal, or to the extent that such riders and endorsements (i) modify, amend, alter or otherwise change the language of the base policy form to which they are attached or (ii) were automatically included with the base policy without voluntary election by the policyholder.
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“Reinsured Liabilities” means, collectively, the General Account Liabilities and the Separate Account Liabilities.
“Reinsured Risks” has the meaning set forth in Section 2.1.
“Reinsurer” has the meaning set forth in the preamble.
“Reinsurer Domiciliary State” means the State of Missouri, or, if the Reinsurer changes its domiciliary state to another state within the United States, such other state.
“Reinsurer Extra-Contractual Obligations” means (a) all Extra-Contractual Obligations to the extent arising out of affirmative acts (as distinguished from (i) omissions and (ii) for the avoidance of doubt, Reinsurer’s Recommendations) of Reinsurer or its Affiliates, (b) all Extra-Contractual Obligations to the extent arising out of acts, errors or omissions of the Ceding Company or its Affiliates taken at the express written direction of the Reinsurer (it being agreed, for the avoidance of doubt, that Reinsurer’s Recommendations shall not be considered directions of the Reinsurer), including to the extent arising in connection with [***], and (c) the Quota Share of Extra-Contractual Obligations to the extent arising out of a Contested Claim in which Reinsurer participates or which it controls in accordance with clauses (i) or (ii) of Section 4.8(b).
“Reinsurer Hedge Party” means [***].
“Reinsurer Indemnified Parties” has the meaning set forth in Section 9.2.
“Reinsurer’s Recommendations” has the meaning set forth in Section 2.8(b).
“Repositioning Period” means the period beginning on the Closing Date and ending 180 calendar days after the Closing Date.

“Representative” of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, stockholders or other equity holders or investors, consultants, independent accountants, investment bankers, counsel, advisors or other representatives of such Person and of such Person’s Affiliates.
“Required Balance” means, with respect to any date of determination, an amount equal to the sum of the following amounts as of such date of determination:
(a)the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves (it being agreed that, for any Monthly Accounting Period that does not end at the end of a calendar quarter, such amount shall be calculated by the Ceding Company using good faith estimates as of the end of such Monthly Accounting Period and shall be reported to the Reinsurer as part of the applicable Month-End Required Balance Report); plus
(b)the Unamortized IMR Amount; minus
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(c)the Unamortized Net Statutory-to-Economic Reserve Adjustment; minus
(d)an amount equal to the Required Hedge Funding Balance; minus
(e)any amount then maintained in the Designated Administrative Account, minus
(f)the Reinsurance Recoverables, minus
(g)any amount improperly withdrawn by the Ceding Company from the Trust Account, plus interest thereon at the Interest Rate; plus
(h)following the occurrence and during the continuation of (i) an FMV Payment/Trust Funding Default or a Reserve Credit Event (other than due to [***]), the Recapture Additional Payment Amount [***], (ii) an Insolvency Event, the Recapture Additional Payment Amount [***], and (iii) [***], the Recapture Additional Payment Amount [***]; plus
(i)[***]; plus
(j)[***]; plus
(k)the Duration Management Funding Adjustment; minus
(l)the Quota Share of the Policy Loan Balance; plus
(m)the EFLA Required Balance; plus
(n)the Unamortized Purchase Price Adjustment,
each of (a) through (n), as of such date of determination.
“Required Hedge Funding Balance” means the aggregate Fair Market Value as of the applicable Calculation Date of the hypothetical portfolio of derivatives that replicates the Quota Share of embedded index risk associated with the index option on the individual universal life insurance policies included within the Reinsured Contracts as calculated by the Reinsurer pursuant to Section 5.11(b).
“Reserve Credit” means full statutory financial statement credit for the reinsurance ceded to the Reinsurer under this Agreement in the Ceding Company’s Statutory Financial Statements required to be filed by the Ceding Company with the Insurance Regulator in the Ceding Company Domiciliary State.
“Reserve Credit Event” means any event or circumstance that would cause the Ceding Company to not be permitted to receive Reserve Credit in the Ceding Company Domiciliary State [***].
“Reserve Credit Triggering Event” means that a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with the timeframe required in Section 5.1.
“Restricted Assets” has the meaning set forth in the Trust Agreement.
“Revenue Sharing Fees” has the meaning set forth in Section 3.2(b).
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“SAP” means, with respect to either Party, the statutory accounting principles prescribed by the Insurance Regulator for the jurisdiction in which such insurance company is domiciled consistently applied.
“Securities Intermediary” has the meaning set forth in the Account Control Agreement.
“Security Agreement” means that certain Security Agreement, by and between the Reinsurer Hedge Party and the Ceding Company, dated as of the date hereof.
“Security Incident” has the meaning set forth in Section 11.15(e).
“Separate Account Change” has the meaning set forth in Section 2.10(b).
“Separate Account Charges” has the meaning set forth in Section 3.2(b).
“Separate Account Liabilities” has the meaning set forth in Section 2.10.
“Separate Account Reserves” means, as of any date of determination, the aggregate amount of statutory reserves of the Ceding Company with respect to the Separate Account Liabilities (as would be described in Line 1, column 3 of the Liabilities section and Exhibit 3 of the Statutory Financial Statements related to separate accounts of the Ceding Company (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2023)), calculated in accordance with the Ceding Company Domiciliary State SAP.
“Separate Accounts” means the registered and unregistered, insulated and uninsulated separate accounts of the Ceding Company to the extent applicable to the Reinsured Contracts, as identified in Schedule F, including the MSO Separate Account.
“Statutory Book Value” means the sum of (a) (x) with respect to any asset held in the Trust Account, the amount permitted to be carried by the Reinsurer as an admitted asset consistent with SAP applicable to the Reinsurer, consistently applied, and (y) with respect to any asset held in the MSO Separate Account, the amount permitted to be carried by the Ceding Company as an admitted asset consistent with SAP applicable to the Ceding Company, consistently applied plus (b) the accrued investment income on such asset.
“Statutory Financial Statements” means, with respect to any Person, the annual and quarterly statutory financial statements of such Person filed with the Insurance Regulator charged with supervision of such Person.
“Subject YRT Reinsurance Agreement” has the meaning set forth on Schedule I.
“Subject YRT Reinsurer” has the meaning set forth on Schedule I.
[***]
“Tax” or “Taxes” has the meaning specified in the Master Transaction Agreement.
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“Terminated Contract” has the meaning specified in Section 2.7(c).
“Terminated Contract Transfer Amount” means with respect to each Terminated Contract (a) (i) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves inclusive of such Terminated Contract, minus (ii) the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves excluding such Terminated Contract, determined as of the Effective Time, plus interest thereon calculated at the Interest Rate from the Effective Time to the date of such transfer, minus (b) the Quota Share of the Policy Loan Balance with respect to such Terminated Contract as of the Effective Time, plus (c) the Quota Share of Additional Consideration received by the Reinsurer in respect of such Terminated Contract at or after the Effective Time to the date of such payment, minus (d) the Quota Share of Reinsured Liabilities paid by the Reinsurer in respect of such Terminated Contract at or after the Effective Time to the date of such payment, in the case of (c) and (d) with interest thereon, calculated at the Interest Rate from the date of payment or receipt, as applicable, to the date of such payment.
“Termination Notice” has the meaning set forth in Section 8.3(b).
“Termination Triggering Event” means there has been a failure by the Ceding Company to timely pay any undisputed amounts due to the Reinsurer hereunder in an aggregate amount that exceeds $[***] and such failure has not been cured within [***] Business Days after written notice thereof from the Reinsurer.
“Third-Party Claim” has the meaning set forth in the Master Transaction Agreement.
“Total Adjusted Capital” means, with respect to any U.S. domiciled insurance company, as of any date of determination, total adjusted capital as calculated in accordance with the applicable Laws of such insurance company’s domiciliary state as of such date of determination.
“Transaction Agreements” means, collectively, this Agreement, the Master Transaction Agreement, the Trust Agreement, the Security Agreement, the Account Control Agreement and the Investment Management Agreement.
“Transaction IMR Amount” means the amount of the IMR, calculated on an after-tax basis, that is created on the Closing Date as a direct result of the transfer of assets by the Ceding Company to the Reinsurer pursuant to Section 3.1(a), determined in accordance with SAP applicable to the Ceding Company.
“Transfer Lag Adjustment” means the amount set forth in the Ceding Company’s Closing Statement as the Transfer Lag Adjustment determined in accordance with the applicable provisions of Schedule 2.03(b) to the Master Transaction Agreement.
“Transferred Investment Assets” has the meaning set forth in the Master Transaction Agreement.
“Trust Account” means the trust account established by the Reinsurer for the benefit of the Ceding Company and EFLA under the Trust Agreement.
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“Trust Account-Eligible Letters of Credit” means one or more irrevocable letters of credit that (a) are permitted to be deposited and held in the Trust Account for the purposes set forth in Section 5.9, (b) satisfy the requirements of a Credit for Reinsurance Letter of Credit except that the named beneficiary of such letter of credit shall be the Trustee (in its capacity as trustee under the Trust Agreement) rather than the Ceding Company and shall reflect such other modifications as may be reasonably requested by the Trustee as a condition to holding such letter of credit in the Trust Account provided such modifications do not impair the Ceding Company’s rights to instruct the Trustee to draw on such Trust Account-Eligible Letters of Credit pursuant to the terms of the Trust Agreement, (c) at the time the letter of credit was deposited into the Trust Account it was issued by a bank on the Ceding Company’s list of Qualified LOC Providers that was most recently provided to the Reinsurer and (d) and payable upon the issuing bank’s receipt of a notice that a specified event occurred, without the presentation of any other documents.
“Trust Account Credit for Reinsurance Assets” has the meaning set forth in Section 5.4.
“Trust Agreement” means that certain Trust Agreement dated as of the date hereof by and among the Reinsurer (as grantor thereunder), the Ceding Company and EFLA (as beneficiaries thereunder) and the Trustee (as trustee), substantially in the form attached as Exhibit 2.
“Trustee” means the trustee under the Trust Agreement.
“Unamortized IMR Amount” means, as of any date of determination, (a) the Quota Share of the Existing IMR Amount which remains unamortized as of such date as set forth on Schedule J-1, plus (b) the Transaction IMR Amount which remains unamortized as of such date as set forth on Schedule J-2 (as Schedules J-1 and J-2 are updated in accordance with Section 2.13), plus (c) the Pro Rata Share of the Post-Closing Date IMR Amount which remains unamortized as of such date.
“Unamortized Net Statutory-to-Economic Reserve Adjustment” means, as of any date of determination, an amount equal to the portion of the Net Statutory-to-Economic Reserve Adjustment as reflected in the Ceding Company’s Final Closing Statement that is unamortized as of such date, which amortization shall begin on the Effective Time and shall amortize to zero monthly on a straight-line basis over a [***] year period.
“Unamortized Purchase Price Adjustment” means, as of any date of determination, an amount equal to the portion of the Purchase Price Adjustment as reflected in the Ceding Company’s Final Closing Statement that is unamortized as of such date, which amortization shall begin on the Effective Time and shall amortize to zero monthly on a straight-line basis over a [***] year period.
“VIO Separate Account” means all Separate Accounts of the Ceding Company, excluding any MSO Separate Accounts.
Article X.

BASIS OF REINSURANCE AND BUSINESS REINSURED
Section 10.1.Coverage. Upon the terms and subject to the conditions and other provisions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to reinsure and indemnify the Ceding Company (a) on a coinsurance basis, the Quota Share of the General Account Liabilities and (b) on a modified coinsurance basis, the Quota Share of the Separate Account Liabilities, including the MSO Liabilities, in each case, arising on or after the Effective Time with respect to all Reinsured Contracts (collectively, the “Reinsured Risks”).
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The reinsurance effective under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or recaptured as provided herein. For the avoidance of doubt, the Reinsurer shall have no Liability for Excluded Liabilities.
Section 10.2.Insurance Contract Changes.
(a)Except (a) as directed or agreed by the Reinsurer in advance in writing, (b) for any changes initiated by the applicable Policyholder of any Reinsured Contract pursuant to the terms of such Reinsured Contract or (c) for any changes mandated by any Governmental Authority or any changes that are required as a result of a change in applicable Law, the Ceding Company shall not change the terms of any Reinsured Contract. This Section 2.2 shall not apply to any changes to Non-Guaranteed Elements, which shall be governed exclusively by Section 2.8.
(b)The Parties agree and acknowledge that the policies set forth on Schedule D as originally attached to this Agreement are the Reinsured Contracts in-force as of June 30, 2024, and that during the first sixty (60) calendar days following the Closing Date, the Ceding Company will prepare and deliver to the Reinsurer an updated version of Schedule D that has been updated to reflect the Reinsured Contracts in-force as of the Effective Time. The Reinsurer shall have sixty (60) calendar days after the date on which the updated Schedule D is delivered to it to review such schedule, and the provisions of Section 2.04(e) of the Master Transaction Agreement shall apply mutatis mutandis. Following the Parties’ agreement on the updated schedule, the Parties will attach such updated schedule to this Agreement as Schedule D, which updated schedule will replace Schedule D as originally attached to this Agreement; provided that, such final Schedule D shall have no effect on the definition or scope of Excluded Liabilities or the exclusion under this Agreement for Excluded Liabilities as so defined.
Section 10.3.Liability. Subject to the terms and conditions of this Agreement, the Reinsurer’s liability under this Agreement shall attach as of the Effective Time and the Reinsurer’s liability under this Agreement shall be subject in all respects to the same terms, rates and conditions with respect to the Reinsured Contracts as the Ceding Company, and, to the same modifications, alterations and cancellations of the Reinsured Contracts as the Ceding Company, the true intent of this Agreement being that the Reinsurer shall, subject to the express terms and conditions of this Agreement, follow the fortunes of the Ceding Company with respect to the Reinsured Liabilities. Nothing in the preceding sentence shall be construed or interpreted to expand, or otherwise increase, the Reinsurer’s liability hereunder in any manner beyond that expressly set forth in this Agreement.
Section 10.4.Indemnity Reinsurance. This Agreement is an indemnity coinsurance agreement solely between the Ceding Company and the Reinsurer, and the performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The Ceding Company shall be and shall remain the only Party hereunder that is liable to any insured, Policyholder, claimant or beneficiary under any policy reinsured hereunder.
Section 10.5.Territory. The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts.
Section 10.6.Reinstatements.
(a)If any Reinsured Contract that has lapsed after the Effective Date is subsequently reinstated prior to the termination of this Agreement in accordance with the Reinstatement Procedures set forth on Schedule C-2, or as otherwise required by applicable Law or directed by a Governmental Authority, the reinsurance for such Reinsured Contract under this Agreement shall be reinstated automatically. The Ceding Company shall pay the Reinsurer the Quota Share of all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Contract.
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(b)With respect to any life policies issued by the Ceding Company on or prior to June 30, 2024 and of a type described in Schedule C-1 that lapsed prior to the Effective Time and is subsequently reinstated on or after the Effective Time and prior to the termination of this Agreement in accordance with the Reinstatement Procedures set forth on Schedule C-2, the reinsurance for such policy under this Agreement shall become effective automatically upon its reinstatement. In each case, the Ceding Company shall transfer into the Trust Account, in connection with the effectiveness of the reinsurance hereunder with respect to any such reinstatement, cash and/or Eligible Assets having a Fair Market Value equal to (i) without duplication of amounts in clause (ii), the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves attributable to such Reinsured Contract determined as of the date of reinstatement to the extent the calculation of the Initial Premium as finally determined and transferred to the Reinsurer did not reflect inclusion of the lapsed policy, plus (ii) the Quota Share of all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Contract.
Section 10.7.Discovered In-Force Policies and Lapsed Policies.
(a)If, after the Closing Date, the Ceding Company becomes aware of any Discovered Contracts within twelve (12) months of the Closing Date, the Parties shall cooperate in good faith to include such Discovered Contract as a Reinsured Contract as though it had originally been included as such as of the Effective Time; provided that (i) any Discovered Contract for which the Ceding Company has provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Contract will be deemed a Reinsured Contract without any further action from the Parties; (ii) for any Discovered Contracts for which the Ceding Company has not provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Contract, the Ceding Company shall transfer to the Trust Account cash and/or other Eligible Assets having a Fair Market Value equal to the Discovered Contract Transfer Amount with respect to such Discovered Contracts within five (5) Business Days after the calculation thereof; (iii) to the extent the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves for Discovered Contracts in the aggregate is equal to or less than $[***], such Discovered Contracts shall be reinsured under this Agreement without the consent of the Reinsurer; (iv) if the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves for Discovered Contracts in the aggregate exceeds $[***], such Discovered Contracts that result in the Quota Share of the Net Ceding Company Coinsurance Statutory Reserves exceeding $[***] shall be reinsured under this Agreement only with the prior written consent of the Reinsurer; and (v) to the extent the aggregate face amount attributable to Discovered Contracts under this Agreement is equal to or exceeds $[***], such Discovered Contracts that have a face amount in excess of such amount shall be reinsured under this Agreement only with the prior written consent of the Reinsurer.
(b)If, at any time following the Closing Date, either the Ceding Company or the Reinsurer finds that a policy listed on Schedule D had terminated prior to the Effective Time (a “Terminated Contract”), such Party shall promptly notify the other Party in writing of the existence of such Terminated Contract. Any Terminated Contract discovered during such period shall be deemed to be removed from Schedule D. The Ceding Company shall calculate the Terminated Contract Transfer Amount for such Terminated Contract. The Reinsurer shall transfer to the Ceding Company cash and/or other Eligible Assets having a Fair Market Value equal to such Terminated Contract Transfer Amount with the next monthly settlement after the calculation thereof. The effective date with respect to the transfer of any Terminated Contract pursuant to this Section 2.7(b) shall be the date assets in the relevant amount in respect thereof are transferred by the Reinsurer to the Ceding Company.
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Section 10.8.Non-Guaranteed Elements.
(a)The Ceding Company shall establish all Non-Guaranteed Elements in accordance with (i) the Ceding Company’s methodologies and procedures in effect as of the Effective Date as set forth on Schedule L or as otherwise contemplated on Schedule L and (ii) all Non-Guaranteed Elements that are not addressed on Schedule L in accordance with its historical practice regarding such Non-Guaranteed Elements and consistent with the written terms of the Reinsured Contracts, applicable Law, and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges, in each case of (i) and (ii) unless otherwise required by applicable Law. The Reinsurer is entering into this Agreement in reliance on the foregoing.
(b)The Ceding Company shall consult with the Reinsurer on the setting of Non-Guaranteed Elements prior to making any material changes thereto. From and after the Closing Date, the Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply with the written terms of the Reinsured Contracts, applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges (“Reinsurer’s Recommendations”). The Ceding Company shall fully consider any such Reinsurer’s Recommendations and act reasonably and in good faith in determining whether any such Reinsurer’s Recommendations should be accepted; provided that the Ceding Company is not required to implement any of Reinsurer’s Recommendations.
(c)Notwithstanding anything in this Section 2.8, with respect to the Reinsured Contracts ceded under the Subject YRT Reinsurance Agreement, the Ceding Company and the Reinsurer shall consult in good faith to determine whether to follow the recommendations of the Subject YRT Reinsurer with respect to the setting of post-level term premium rates under such Reinsured Contracts, and the Ceding Company shall not follow such recommendations without the Reinsurer’s consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Ceding Company does not follow any such recommendation, the provisions in Section 2.11(b) shall apply to determine the course of conduct (e.g., accept the resulting reinsurance premium rate increase or recapture the business reinsured) to be taken by the Ceding Company under the Subject YRT Reinsurance Agreement as result of such election.
Section 10.9.Retrocession. The Reinsurer shall be permitted to retrocede or otherwise transfer to any Person all or any portion of the Reinsured Risks; provided that no such retrocession or transfer shall relieve the Reinsurer of any of its obligations under this Agreement or any other Transaction Agreement.
Section 10.10.Separate Accounts.
(a)Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount allocated to the Separate Accounts in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms of such Reinsured Contracts. From and after the Closing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall transfer to the Ceding Company for deposit into the Separate Accounts the Quota Share of any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid or provided for pursuant to the Net Settlement. All amounts to be paid with respect to death benefits, surrenders, periodic payments, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the terms of such Reinsured Contracts contemplate payment from the Separate Accounts (the “Separate Account Liabilities”) shall be paid out of the Separate Accounts to the extent so contemplated. For the avoidance of doubt, the Ceding Company shall withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts. As of the Closing Date, the Parties will record on their respective books and records an initial modified coinsurance reserve adjustment to the extent necessary to reflect the cession of the Quota Share of the Separate Account Liabilities hereunder on a modified coinsurance basis.
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(b)Except as consented to in writing by the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed) or as required by a vote of Policyholders, neither the Ceding Company nor its Affiliates (unless such Affiliates are required to so act under applicable Law (including, without limitation, common law or statutory fiduciary duties)) shall initiate, consent to or otherwise permit a change to the investment options or underlying investment funds available through the Separate Accounts under the Reinsured Contracts or the terms or conditions of any agreements between the Ceding Company and a variable investment trust or other investment vehicle offered as an investment option in the Separate Accounts with respect to the Reinsured Contracts (including any plan of operations for any Separate Accounts) that at the time of such change is reasonably expected to result in, in the aggregate with respect to the Reinsured Contracts, and considering all positive and adverse effects thereof on the Reinsurer, a non-de minimis reduction in the Revenue Sharing Fees payable to the Reinsurer (each, a “Separate Account Change”), other than for any Separate Account Change required by the terms of such Reinsured Contracts, any Governmental Order or any applicable Law, in which case the Ceding Company shall, to the extent practicable and legally permissible, consult with the Reinsurer as to any such Separate Account Change. The Parties agree that any actions taken by the board of directors, trustees or beneficial owners of an investment vehicle or investment option offered in a Separate Account shall not be subject to any right of the Reinsurer to consent to, or be consulted with respect to, such action, except to the extent the Ceding Company or any of its Affiliates (unless such Affiliates may not give effect to such Reinsurer consent or consultation right under applicable Law (including, without limitation, common law or statutory fiduciary duties)) has a right to consent to, or be consulted with respect to, such action.
Section 10.11.Existing Reinsurance.
(a)[***].
(b)From and after the Effective Time, except as required to comply with applicable Law, the Ceding Company shall not voluntarily amend, terminate or recapture any Existing Reinsurance Agreement with respect to the Reinsured Contracts or enter into any new reinsurance agreement that would constitute an Existing Reinsurance Agreement with respect to any of the Reinsured Contracts without the Reinsurer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, where by operation of the terms and conditions of any Existing Reinsurance Agreement, the Ceding Company is required to select one amongst two or more courses of conduct (e.g., accept a reinsurer’s rate increase or recapture the business reinsured), the Reinsurer shall not be permitted to withhold its consent to both courses of conduct (e.g., the Reinsurer must consent to one) and as to the selection of which course of conduct, the Parties shall consult in good faith to reach agreement on a mutually acceptable decision as to the course of conduct to be selected. [***].
(c)For the avoidance of doubt, the Quota Share of all liabilities ceded under the terms of any Existing Reinsurance Agreement, as shall be terminated or recaptured or as may be reduced or altered to reflect any amendment of such Existing Reinsurance Agreement as permitted by Section 2.11(b), shall be ceded automatically hereunder to the Reinsurer without any further action, subject to the receipt by the Reinsurer of the Quota Share of any recapture or termination payments received by the Ceding Company in respect thereof.
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(d)Nothing contained in this Section 2.11 shall be construed as prohibiting the Ceding Company from ceding its net retention to its Affiliates as permitted by Section 2.12 of this Agreement.
Section 10.12.Net Retention.
(a)The Ceding Company and its Affiliates (provided that each such Affiliate is a direct or indirect wholly-owned subsidiary of the same Person that directly or indirectly wholly-owns the Ceding Company, and only for so long as such Affiliate(s) satisfies the foregoing criteria), in the aggregate, shall retain, net for their own account (and not reinsured or retroceded other than to Affiliates that satisfy the foregoing criteria applicable to Affiliates), not less than [***]% of each of the General Account Liabilities and the Separate Account Liabilities.
(b)[***].
Section 10.13.Existing IMR Amount; Transaction IMR Amount. The Parties agree that (a) the amortization of the Existing IMR Amount and the Transaction IMR Amount set forth on Schedules J-1 and J-2, respectively, attached to this Agreement reflects estimated information as of the close of business on the Business Day immediately preceding the Closing Date, (b) the Ceding Company shall provide updated Schedules J-1 and J-2, in each case, reflecting information as of the Closing Date no later than five (5) Business Days following finalization of the Final Closing Statement (as defined in the Master Transaction Agreement) pursuant to Section 2.04 of the Master Transaction Agreement, and (c) such updated schedules shall be attached to this Agreement and replace Schedules J-1 and J-2 as originally attached to this Agreement. Until such time as Schedules J-1 and J-2 are updated in accordance with this Section 2.13, clauses (a) and (b) of the calculation of Unamortized IMR Amount used in the calculation of the Required Balance shall be calculated using Schedules J-1 and J-2 as originally attached to this Agreement.
Section 10.14.Conversions, Exchanges and Replacements. In the event of an exchange, conversion or replacement of a Reinsured Contract after the Effective Time in accordance with the terms of such Reinsured Contract, such exchange, conversion or replacement shall be treated as a lapse of such Reinsured Contract for purposes of this Agreement and the policy issued in connection with such exchange, conversion or replacement shall not be considered a Reinsured Contract or otherwise reinsured under this Agreement.
Article XI.

PAYMENTS; ADDITIONAL CONSIDERATION
Section 11.1.Initial Premium.
(a)As initial consideration for the Reinsurer entering into this Agreement (the “Initial Premium”), the Reinsurer shall be entitled to cash and/or Eligible Assets having an aggregate Fair Market Value as of the Closing Date equal to the sum of:
(i)the Reinsurance Premium, minus
(ii)the Quota Share of the Policy Loan Balance as of the Effective Time, plus
(iii)the Purchase Price Adjustment; plus
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(iv)the Transfer Lag Adjustment; plus
(v)the Adjustment for FMV of IUL Product.
(b)On the Closing Date, the Ceding Company shall transfer to the Trust Account, on behalf of the Reinsurer, the Transferred Investment Assets in an amount equal to the Estimated Initial Premium pursuant to Section 2.03 of the Master Transaction Agreement and as set forth in the Estimated Closing Statement delivered thereunder. To the extent required pursuant to Section 5.2(b), the Reinsurer shall deposit additional Eligible Assets into the Trust Account concurrent with the Closing. Each of the Initial Premium, Transferred Investment Assets and Initial Required Balance will be estimated, determined, adjusted and paid in accordance with Article II of the Master Transaction Agreement.
(c)The Ceding Company and the Reinsurer agree that (i) the Quota Share of the Existing IMR Amount (as of the Closing Date), (ii) the Transaction IMR Amount (as of the Closing Date) and (iii) the Unamortized IMR Amount (as set forth on Schedules J-1 and J-2, respectively, as of the relevant date of determination) shall be ceded to and held by the Reinsurer, and the Ceding Company shall have no obligation during the term of this Agreement to maintain any IMR relating to the Existing IMR Amount, the Transaction IMR Amount or the Post-Closing Date IMR Amount.
Section 11.2.Additional Consideration. As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to the Quota Share of the following amounts (except to the extent such amounts directly arise from a Ceding Company Extra-Contractual Obligation) received at or after the Effective Time by the Ceding Company in respect of the Reinsured Contracts (the “Additional Consideration”):
(a)Premiums;
(b)(i) mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Ceding Company, and any other charges, fees, and similar amounts received by the Ceding Company from the Separate Accounts with respect to the Reinsured Contracts, (ii) all revenue sharing fees, service fees, distribution fees and other amounts from or in respect of any mutual fund organization’s mutual funds as funding vehicles to the extent attributable to the Reinsured Contracts received by the Ceding Company or any of its Affiliates, including amounts received pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, minus the amount of (1) the administrative fees set forth on Schedule K, which are currently being paid to Equitable Investment Management LLC, and (2) the sub-advisory fees and fund reimbursements incurred by the Ceding Company or its Affiliates with respect to such mutual funds and attributable to the Reinsured Contracts (all fees payable under clause (ii) of this Section 3.2(b), “Revenue Sharing Fees”), and (iii) all other amounts received by the Ceding Company with respect to the Reinsured Contracts (other than those described in clauses (i) or (ii) or with respect to Ceding Company Extra-Contractual Obligations) (collectively, the “Separate Account Charges”);
(c)Without duplication of amounts in clauses (a) or (b) of this Section 3.2, all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the Reinsured Contracts; and
(d)Reinsurance Recoveries.
Section 11.3.Net Settlement.
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(a)During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1, shall be delivered by the Ceding Company to the Reinsurer no later than eighteen (18) Business Days following the end of such Monthly Accounting Period; [***]. If the amount of the Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within twenty (20) days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within twenty (20) days after its receipt of the Monthly Settlement Statement for such period.
(b)the Net Settlement with respect to each Monthly Accounting Period (or, with respect to items (vii) and (viii) below, each Quarterly Accounting Period) shall be an amount equal to the following (without duplication):
(i)the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus
(ii)the Quota Share of the Reinsured Liabilities paid by the Ceding Company during such Monthly Accounting Period; plus
(iii)the Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Monthly Accounting Period; minus
(iv)the Expense Allowances for such Monthly Accounting Period; minus
(v)the Quota Share of all amounts payable to Producers with respect to the Reinsured Contracts and described on Schedule Q; minus
(vi)the Quota Share of Allocated Premium Taxes; minus
(vii)the Quota Share of the MSO Modco Reserve Adjustment, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus
(viii)the Quota Share of the MSO Hedge P&L, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter.
Section 11.4.Delayed Payments. If there is a delayed settlement of any payment due hereunder, interest will accrue on such overdue payment at the Interest Rate until settlement is made. For purposes of this Section 3.4, a payment will be considered overdue, and such interest will begin to accrue, on the first day immediately following the date such payment is due. For greater clarity, a payment shall be deemed to be due hereunder on the last date on which such payment may be timely made under the applicable provision.
Section 11.5.Defenses. The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.
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Section 11.6.Offset. Except as otherwise provided under applicable Law, any undisputed debits or credits incurred between the Parties on and after the Effective Time in favor of or against either the Ceding Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits, as the case may be, and shall be set off or recouped, and only the net balance shall be allowed or paid. In the event of any liquidation, insolvency, rehabilitation, conservatorship or comparable proceeding by or against the Ceding Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 3.6 shall apply to the fullest extent permitted by applicable Law.
Section 11.7.[RESERVED].
Section 11.8.MSO Modco Account.
(a)On the Closing Date, the Ceding Company shall establish a notional modified coinsurance account (the “MSO Modco Account”) and allocate thereto (i) the MSO Hedges and (ii) the MSO Investment Assets having, in aggregate, a Fair Market Value (in the case of the MSO Hedges) and a Statutory Book Value (in the case of the MSO Investment Assets) equal to the MSO Reserves as of the Effective Time. For greater clarity, the MSO Modco Account shall consist of (x) a notional account established by the Ceding Company within its general account or the MSO Separate Account, to which the MSO Hedges shall be credited and (y) a notional account established by the Ceding Company within the MSO Separate Account, to which the MSO Investment Assets shall be credited. The Ceding Company will maintain the MSO Modco Account and will retain, control and own all MSO Assets.
(b)At the end of each Quarterly Accounting Period, the Ceding Company shall calculate the MSO Modco Reserve Adjustment for such Quarterly Accounting Period (each, a “MSO Modco Reserve Adjustment”) in an amount equal to:
(i)the MSO Reserves as of the end of the Quarterly Accounting Period; minus
(ii)the MSO Reserves as the beginning of such Quarterly Accounting Period; minus
(iii)the MSO Modco Investment Credit.
(c)If any MSO Modco Reserve Adjustment is positive, the Quota Share of such amount shall be credited to the Ceding Company in accordance with Section 3.3(b). If any MSO Modco Reserve Adjustment is negative, the Quota Share of the absolute value of such amount shall be credited to the Reinsurer in accordance with Section 3.3(b).
(d)The Ceding Company shall purchase and manage MSO Hedges and MSO Investment Assets in good faith and in accordance with the plan of operations for the MSO Separate Account and the MSO Investment Guidelines; provided, however, that the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with regard to the management of MSO Hedges and/or MSO Investment Assets (including directing purchases and dispositions) (provided that such directions conform to the MSO Investment Guidelines) as follows:
(i)If the Ceding Company has breached the MSO Investment Guidelines and has failed to cure such breach within ten (10) days following written notice from the Reinsurer, then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time as the MSO Hedges and MSO Investment Assets comply with the MSO Investment Guidelines for three (3) consecutive Monthly Accounting Periods;
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(ii)if, during any two (2) consecutive Quarterly Accounting Periods, the MSO Investment Assets Net Cash Flow is less than [***], then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time (if any) that the MSO Investment Assets Net Cash Flow exceeds [***] for two (2) consecutive Quarterly Accounting Periods; and
(iii)if the Quota Share of the MSO Reserves exceeds $[***], then the Reinsurer shall be permitted to direct the Ceding Company or its investment manager with respect to purchases and dispositions of MSO Hedges and MSO Investment Assets until such time as the Quota Share of the MSO Reserves does not exceed $[***].
(iv)The Reinsurer’s rights set forth in clause (i) above shall be without limitation of its rights under this Agreement or applicable Law due to a breach by the Ceding Company of the MSO Investment Guidelines.
Section 11.9.Reports from the Reinsurer.
(a)With respect to quarters other than the last quarter of a calendar year, the Reinsurer shall provide to the Ceding Company, by the relevant Capital Reporting Deadline, a certification of an officer of the Reinsurer certifying the RBC Ratio of the Reinsurer as of the last day of the immediately preceding calendar quarter based on the Reinsurer’s good faith estimate using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization, of its RBC Ratio as of the last day of the immediately preceding calendar quarter. Such quarterly certifications of the Reinsurer’s RBC Ratio may be estimated and expressed in [***]% ranges (e.g., between [***]% - [***]%); provided, however, that if the Reinsurer’s RBC Ratio is below [***]%, such certification shall be expressed to the nearest [***]%. With respect to the last quarter of a calendar year, the Reinsurer shall provide to the Ceding Company, by the relevant Capital Reporting Deadline, a certification of an officer of the Reinsurer certifying the actual RBC Ratio of the Reinsurer as calculated by the Reinsurer as of the last day of the immediately preceding calendar year or, if the Reinsurer has not delivered its actual RBC Ratio to the applicable Insurance Regulator by the relevant Capital Reporting Deadline, then (i) the Reinsurer shall, by the relevant Capital Reporting Deadline, certify its RBC Ratio to the Ceding Company as of the last day of the immediately preceding calendar year based on its good faith estimate thereof using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization, along with an explanation in reasonable detail of why the Reinsurer was unable to certify as to its actual RBC Ratio, and (ii) promptly following delivery of its actual RBC Ratio to the applicable Insurance Regulator, the Reinsurer shall deliver a certification of an officer of the Reinsurer certifying the actual RBC Ratio of the Reinsurer as calculated by the Reinsurer as of the last day of the immediately preceding calendar year. In addition, if the RBC Ratio of the Reinsurer as of any calendar quarter-end is below the RBC Ratio set forth in clause (b) or clause (d) of the definition of “FMV Required Balance” or below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” and has been cured, the Reinsurer shall provide to the Ceding Company evidence that such shortfall has been cured. In the event the Reinsurer fails to provide a certificate when required pursuant to this Section 3.9(a) and such failure has not been cured within [***] Business Days after receipt of notice of such failure from the Ceding Company, the RBC Ratio of the Reinsurer shall be deemed to be less than the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” until such time as the Reinsurer delivers a certification of an officer of the Reinsurer certifying the RBC Ratio of the Reinsurer as of the last day of the immediately preceding calendar quarter, at which time Reinsurer’s RBC Ratio shall cease to be deemed to be less than such threshold.
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(b)Each Party shall provide prompt written notice to the other Party of the occurrence of any FMV Triggering Event or Recapture Triggering Event after it becomes aware of such occurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether an FMV Triggering Event or Recapture Triggering Event has occurred or is likely to occur.
(c)Promptly after the Ceding Company’s request, the Reinsurer shall provide to the Ceding Company a copy of the Reinsurer’s most recent annual and quarterly Statutory Financial Statement and a copy of its most recent annual audited Statutory Financial Statement, along with the audit report thereon, in each case, that have been filed with the insurance regulatory authority in the Reinsurer’s state of domicile.
(d)At the Ceding Company’s reasonable request, the Reinsurer shall meet with the Ceding Company and its Representatives upon reasonable notice and during business hours and for a reasonable period of time, and will provide to the Ceding Company additional financial and operational materials, as well as access to the Reinsurer’s senior financial officers, on (i) the Reinsurer’s then-current financial condition and continuing creditworthiness and (ii) the Reinsurer’s valuation and other information requested by the Ceding Company with respect to the assets held in the Trust Account, provided such requests and access do not unreasonably interfere with the conduct of the business of the Reinsurer (including its relationships with its Insurance Regulators). In addition, upon any reasonable request from the Ceding Company or its Representatives, subject to the Ceding Company’s or such Representatives adhering to the Reinsurer’s generally applicable documented confidentiality and security processes and procedures, the Reinsurer shall (1) provide to the Ceding Company and its Representatives reasonable access during normal business hours to the Reinsurer’s books and records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or Ceding Company’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of the Reinsurer (including its relationships with its Insurance Regulators), and (2) permit the Ceding Company and its Representatives to inspect and photocopy such books and records at their own cost. Nothing herein shall (x) require the Reinsurer to disclose any information to the Ceding Company or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which the Reinsurer or any of its Affiliates is a party); it being understood that the Reinsurer shall use its reasonable best efforts to enable such information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Ceding Company on mutually agreeable terms) or (y) require the Reinsurer to disclose its Tax records or any personnel or related records (except with respect to Premium Taxes and similar Taxes related to the Reinsured Contracts).
Section 11.10.Reports from the Ceding Company.
(a)For so long as this Agreement remains in effect, the Ceding Company shall provide to the Reinsurer the reports set forth on Schedule H (“Ceding Company Reports”) in form and substance accurate and complete in all material respects, and within the applicable time periods listed therein; [***].
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(b)If the Ceding Company Reports for the Monthly Accounting Period that ends immediately after the Interim Reporting Period do not satisfy the Key Performance Indicators set forth on Schedule H, then such failure shall be considered a “KPI Failure”. In such event, Ceding Company Reports delivered by the Ceding Company for subsequent Monthly Accounting Periods shall be tested against the Key Performance Indicators and, if such Ceding Company Reports for a Monthly Accounting Period do not satisfy the Key Performance Indicators, each such failure with respect to Ceding Company Reports for a Monthly Accounting Period shall be considered a separate “KPI Failure.” Notwithstanding anything in this Section 3.10(b) to the contrary, following the Interim Reporting Period, upon the delivery of Ceding Company Reports for a Monthly Accounting Period where such Ceding Company Reports satisfy the Key Performance Indicators, the failure of Ceding Company Reports delivered for subsequent Monthly Accounting Periods to satisfy the Key Performance Indicators shall not be considered a “KPI Failure”.
(c)The Ceding Company shall prepare any other reports reasonably requested by the Reinsurer in connection with the Reinsured Contracts and Reinsured Liabilities, so long as the Ceding Company has the general ability to produce such other reports as reasonably determined by the Ceding Company with reference to its then current operations (“Additional Reports”). Except to the extent that the Ceding Company prepares such Additional Reports in the ordinary course of business, the Reinsurer shall reimburse the Ceding Company for any actual costs the Ceding Company incurs in preparing any such Additional Reports. Any Additional Reports required to be prepared by the Ceding Company shall be prepared and delivered to the Reinsurer within the time agreed by the Parties.
(d)The Ceding Company Reports and Additional Reports shall be prepared (a) using a standard of care and policies and procedures that are in all material respects at least as stringent as that employed by the Ceding Company for its other similar reinsured business, (b) in accordance with the terms and conditions of this Agreement, and (c) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances. At the request of the Reinsurer, the Ceding Company and the Reinsurer shall meet, either in person or telephonically, from time to time as necessary or appropriate to discuss the Ceding Company Reports and Additional Reports, as applicable, to ensure that such reports are prepared in accordance with the applicable standards and contain materially complete and accurate data.
(e)Each such Ceding Company Report or Additional Report, as applicable, delivered to the Reinsurer pursuant to this Section 3.10 shall be accompanied by a certification of an officer of the Ceding Company certifying that the information and data set forth therein was, to the knowledge of such officer, accurate and complete in all material respects as of the date prepared. Notwithstanding anything in this Agreement to the contrary, the Ceding Company shall not be responsible for any errors, omissions or delays in respect of the reports required to be furnished by the Ceding Company under this Section 3.10 if such errors, omissions or delays are solely attributable to [***].
(f)The Ceding Company shall establish and maintain an adequate system of internal controls and procedures for financial reporting relating to the Reinsured Contracts, including associated documentation, and shall make such documentation available for examination and inspection by the Reinsurer in accordance with Section 4.6. All Ceding Company Reports and Additional Reports shall be prepared in accordance with such system and procedures and shall be consistent with the Ceding Company’s books and records.
Article XII.
ADMINISTRATION
Section 12.1.Administration.
(a)The Ceding Company shall provide all administrative and related services with respect to the Reinsured Contracts and Existing Reinsurance Agreements, including, without limitation, the billing and collection of any Premiums and other Additional Consideration, the administration of claims and any required tax information reporting, the payment of amounts due to
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reinsurers under the Existing Reinsurance Agreements and the collections of Reinsurance Recoveries (collectively, “Administrative Services”). Following the Closing Date, the Ceding Company shall not assign or subcontract new Administrative Services to a third party or replace any of the third party subcontractors providing Administrative Services as of the Closing Date without the Reinsurer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), provided that the foregoing restrictions shall not apply to Administrative Services that are non-material and ministerial in nature; provided further that no such subcontracting shall relieve the Ceding Company of its obligations or liabilities under this Agreement and the Ceding Company shall remain liable to the Reinsurer for the acts of any such subcontractor or assignee as if the Ceding Company was performing such Administrative Services itself. For the avoidance of doubt, any transition by the Ceding Company of the Reinsured Contracts to a different policy administration system that is under the supervision of the Ceding Company or its Affiliates shall not constitute subcontracting or assignment. However, in the event the Ceding Company intends to transition the Reinsured Contracts from one policy administration system to another that is under the supervision of the Ceding Company or its Affiliates, the Ceding Company shall provide notice thereof to the Reinsurer and, upon the request of the Reinsurer, keep the Reinsurer informed of the progress thereof.
Section 12.2.Performance Standards.
(a)The Ceding Company shall and shall cause its subcontractor to provide the Administrative Services (a) using a standard of care and policies and procedures that are in all material respects at least as stringent as that employed by the Ceding Company (i) with respect to the Reinsured Contracts during the one (1)-year period immediately preceding the Effective Time and (ii) to administer its other similar businesses (recognizing distinctions in products or distribution in respect of the Reinsured Contracts), (b) in accordance with the terms and conditions of the Reinsured Contracts and applicable Laws, including the maintenance by the Ceding Company of all permits from Governmental Authorities necessary to perform the administration contemplated by this Article IV, and (c) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances.
(b)From and after the Closing Date, if and to the extent the Ceding Company notifies any Governmental Authority (whether required by Law or otherwise) of any material weakness as defined under Ceding Company Domiciliary State SAP with regard to its internal controls relating to the administration of the Reinsured Contracts (including with respect to cybersecurity or privacy), the Ceding Company shall notify the Reinsurer of such material weakness in writing within four (4) Business Days of such notice being provided to such Governmental Authority. The Ceding Company shall provide the Reinsurer any management reports and internal and external audit reports that have been delivered to its audit committee in respect of such material weakness within four (4) Business Days of such reports being provided to its audit committee, in each case solely to the extent that the Ceding Company determines that the provision of such reports would not waive or otherwise compromise any attorney client or work product privilege or doctrine. Further, the Reinsurer shall have reasonable access to the chief financial officer of the Ceding Company or her or his designee(s) for inquiries regarding any material weakness subject to this Section 4.2(b).
(c)On a routine basis (but no less than once per calendar quarter if requested in writing by the Reinsurer), the Ceding Company and the Reinsurer shall meet to discuss any administrative, regulatory or other issues that either Party believes are material to the functioning of the administration or performance standards hereunder.
Section 12.3.Administrative Expense Allowance. For each Monthly Accounting Period, the Reinsurer shall pay to the Ceding Company an amount equal to the Expense Allowances for such Monthly Accounting Period in consideration for the administration of the Reinsured Contracts. Such amount shall be paid as part of the Net Settlements pursuant to Section 3.3(a). The Reinsurer will bear no part of the expenses incurred by the Ceding Company in connection with the Reinsured Contracts, except as otherwise expressly provided in this Agreement.
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For the avoidance of doubt, the Reinsurer shall have no Liability for any state guarantee fund assessments or special assessments in connection with the Reinsured Contracts.
Section 12.4.Designated Administrative Account. No later than the fifth (5th) day of each Monthly Accounting Period, the Reinsurer shall fund the Designated Administrative Account with cash and cash equivalents in an amount equal to the Monthly Funding Limit for the applicable Monthly Accounting Period, less the positive balance, if any, of the Designated Administrative Account as of the end of the immediately prior Monthly Accounting Period. The Reinsurer shall be permitted to withdraw and transfer cash and cash equivalents from the Trust Account to the Designated Administrative Account to fund the Designated Administrative Account. The Ceding Company shall be permitted to withdraw cash and cash equivalents from the Designated Administrative Account solely to pay or reimburse itself for the payment of the Quota Share of General Account Liabilities. In the event the Reinsurer fails to fund the Designated Administrative Account in accordance with the terms of this Section 4.4, the Ceding Company shall have the right to withdraw from the Trust Account for deposit into the Designated Administrative Account cash and cash equivalents in an amount equal to the Monthly Funding Limit for the applicable Monthly Accounting Period, less the positive balance, if any, of the Designated Administrative Account as of the end of the immediately prior Monthly Accounting Period.
Section 12.5.Producer Agreements. The Ceding Company shall not agree to modify, terminate, amend or waive any of its rights or obligations under any agreement or portion thereof between it or any of its Affiliates, on the one hand, and any Producer who has solicited, sold, marketed, produced or serviced any of the Reinsured Contracts, on the other hand, to the extent such modification, termination, amendment or waiver would reasonably be expected to have, in the aggregate considering all positive and adverse effects thereof, an adverse effect on the Reinsurer or the Reinsurer’s liability hereunder in any material respect except (a) as required by applicable Law, (b) to the extent not related to the Reinsured Contracts or (c) with the Reinsurer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).
Section 12.6.Books and Records and Access. Each of the Ceding Company and the Reinsurer shall maintain its respective books and records relating to the Reinsured Contracts. During the term of this Agreement, upon any reasonable request from the Reinsurer or its Representatives, subject to the Reinsurer or such Representatives adhering to the Ceding Company’s generally applicable documented confidentiality and security processes and procedures, the Ceding Company shall (a) provide to the Reinsurer and its Representatives reasonable access during normal business hours to the Ceding Company’s Books and Records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, and (b) permit the Reinsurer and its Representatives to inspect and photocopy such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the Reinsured Contracts. Nothing herein shall require the Ceding Company to disclose any information to the Reinsurer or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party); it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Reinsurer or its Representatives without so jeopardizing privilege or contravening such applicable Law or contract (including redacting information entering into joint defense agreements with the Reinsurer on mutually agreeable terms or, in the case of contracts that otherwise prohibit disclosure to the Reinsurer, requesting that the Reinsurer agree to be bound by the non-disclosure provisions of such contract or arranging for the Reinsurer to enter into a non-disclosure agreement with the counterparty to such contract).
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Section 12.7.Programs of Internal Replacement. The Ceding Company shall not, and shall cause each of its Affiliates and administrative service providers not to, without the prior written consent of the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed), directly or indirectly, solicit, sponsor, or target any Policyholders or beneficiaries under any Reinsured Contract in connection with any Program of Internal Replacement (it being understood that the Ceding Company is not responsible and shall not be liable for any independent action taken by any Producers other than employees of the Ceding Company or its Affiliates). As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted basis to a class of Policyholders or beneficiaries under Reinsured Contracts to exchange any Reinsured Contract or any portion thereof for another policy or contract written by the Ceding Company or any of its Affiliates. Notwithstanding anything in this Section 4.7 to the contrary, (a) the offering by the Ceding Company or any of its Affiliates to new clients and the Policyholders or beneficiaries of the Reinsured Contracts of an insurance, annuity or investment product that offers then-market terms that are more favorable to the Policyholders and beneficiaries of the Reinsured Contracts in the normal course of the Ceding Company’s or such Affiliate’s business shall not be a violation of this Section 4.7, provided that such offering does not constitute an offering on a targeted basis to the Policyholders or beneficiaries of the Reinsured Contracts; (b) correspondence to Policyholder and beneficiaries of the Reinsured Contracts informing them of settlement options available under their Reinsured Contracts in the ordinary course of business or as required by applicable Law shall not be a violation of this Section 4.7; and (c) correspondence to Policyholders and beneficiaries of the Reinsured Contracts informing them of conversion or exchange options available under their Reinsured Contracts shall not be a violation of this Section 4.7 provided that such correspondence is in the ordinary course of business or as required by applicable Law.
Section 12.8.Large Claims; Claims Contests.
(a)The Ceding Company will notify the Reinsurer in writing of (i) its intention to contest, compromise, litigate or arbitrate any claim under any Reinsured Contract or of any circumstances that are out of the ordinary course of business that are reasonably expected to lead to any such contest, compromise, litigation or arbitration of any such claim (any such claim, a “Contested Claim”) and (ii) any claims involving Reinsured Contracts with a face amount in excess of $[***] (any such claims, a “Large Claim”), including, in each case, any other information with respect thereto as reasonably requested by the Reinsurer. The Ceding Company will promptly advise the Reinsurer of all significant developments relating to such Contested Claims or Large Claims.
(b)Although the Reinsurer may provide comments in an advisory capacity in respect to any Contested Claims or Large Claims, the Ceding Company will retain ultimate authority with respect to claims decisions. Notwithstanding the foregoing, with respect to Contested Claims:
(i)The Reinsurer may elect in writing to actively participate with the Ceding Company (including, in the Reinsurer’s discretion, by using separate legal counsel at its own expense) in the contest, compromise, litigation, arbitration or defense of any Contested Claim by delivering written notice thereof to the Ceding Company within ten (10) Business Days following the Ceding Company’s notification of such claim to the Reinsurer, and the Ceding Company shall consider in good faith any recommendations of the Reinsurer with respect thereto. If the Reinsurer so elects to participate with the Ceding Company in any Contested Claim, then (a) the Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal or arbitral proceedings initiated in connection with such Contested Claim, (b) the Reinsurer shall reimburse the Ceding Company for the Quota Share of the Ceding Company’s reasonable and documented expenses of any contest, compromise, litigation, arbitration or defense of a Contested Claim and will share in the liability in the same proportion, including the Quota Share of any Extra-Contractual Obligations arising therefrom, and (c) if the Ceding Company obtains any recoveries in respect of a Contested Claim previously paid by the Reinsurer in respect of any Reinsured Contract, the Ceding Company shall promptly pay to the Reinsurer the Quota Share of all such recoveries.
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(ii)The Reinsurer may elect in writing to assume control of the contest, compromise, litigation, arbitration or defense of any Contested Claim by delivering written notice thereof to the Ceding Company (it being agreed that the Reinsurer shall be permitted to make this election before or after the Reinsurer shall have elected to actively participate as described in clause (i) above). In such case the Reinsurer shall consider in good faith any recommendations of the Ceding Company with respect thereto. Without limiting the foregoing, the Ceding Company may elect in writing to actively participate with the Reinsurer (including, in the Ceding Company’s discretion, by using separate legal counsel at its own expense) in such Contested Claim by delivering written notice thereof to the Ceding Company. If the Reinsurer so elects to assume control in any Contested Claim, then (a) the Reinsurer will promptly advise the Ceding Company of all significant developments, including notice of legal or arbitral proceedings initiated in connection with such Contested Claim, (b) the Ceding Company shall reimburse the Reinsurer for [***]% of the Reinsurer’s reasonable and documented expenses of any contest, compromise, litigation, arbitration or defense of a Contested Claim and the Reinsurer will be responsible for the Quota Share of the liability, including the Quota Share of any Extra-Contractual Obligations arising therefrom, and (c) if the Ceding Company obtains any recoveries in respect of a Contested Claim previously paid by the Reinsurer in respect of any Reinsured Contract, the Ceding Company shall promptly pay to the Reinsurer the Quota Share of all such recoveries. Regardless of whether the Ceding Company elects to actively participate with the Reinsurer, the Reinsurer may not settle any Contested Claim without the Ceding Company’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person by the Ceding Company or its Affiliates; (B) the sole relief provided in monetary damages for which the Reinsurer will pay the Quota Share; (C) the settlement does not encumber any of the assets of the Ceding Company or its Affiliates or contain any restriction or condition that would apply to or adversely affect the Ceding Company or any of its Affiliates or the conduct of business by the Ceding Company or its Affiliates and (D) such Action neither is certified, nor seeks certification, as a class action.
(iii)If Reinsurer chooses not to participate or assume control, by either affirmatively notifying the Ceding Company or not providing notice of either such election in writing within [***] Business Days following the Reinsurer’s receipt of notice of such Contested Claim, the Reinsurer shall be required to promptly discharge its liability for Reinsured Liabilities by payment to the Ceding Company of the Quota Share of the Reinsured Liabilities alleged to be due in such Contested Claim as if there was no contest, and will have no obligation to the Ceding Company for reimbursement of expenses or Extra-Contractual Obligations related to the contest, compromise, litigation, arbitration or defense of such Contested Claim. For the avoidance of doubt, if the Reinsurer chooses not to participate in or assume control of a Contested
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Claim, the Reinsurer shall not be entitled to any recoveries obtained by the Ceding Company in respect of such Contested Claim.
Article XIII.

LICENSES; RESERVE CREDIT; SECURITY
Section 13.1.Licenses; Reserve Credit.
(a)At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation status in the Ceding Company Domiciliary State and (b) take all other actions necessary so that the Ceding Company may receive Reserve Credit, including by providing collateral to ensure the Ceding Company receives Reserve Credit for [***]. Should the Reinsurer fail to maintain such status or is otherwise unable to provide the Ceding Company with Reserve Credit, the Reinsurer shall, at its own expense, [***] so that the Ceding Company may receive Reserve Credit no later than [***] of the calendar quarter during which such event occurred. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation status in the Ceding Company Domiciliary State or other conditions that would be reasonably likely to result or have resulted in any loss of, or impairment to, Reserve Credit. For avoidance of doubt, the Reinsurer may satisfy its obligations under this Section 5.1(a) and otherwise cure a Reserve Credit Event by, at the Reinsurer’s sole option and expense, any regulatorily permissible means, including by (i) entering into a statutory trust agreement, (ii) delivering Credit for Reinsurance Letters of Credit, and/or (iii) providing any other form of security acceptable to the Insurance Regulator, or taking any other action or providing any combination of the foregoing, the effect of which would enable Ceding Company to take Reserve Credit. In addition, the Ceding Company and the Reinsurer agree to cooperate in good faith and amend this Agreement, the Trust Agreement or any other Transaction Agreement or execute such additional documents as may be required to ensure continued Reserve Credit in the Ceding Company Domiciliary State.
(b)If a Reserve Credit Event occurs or is reasonably likely to occur, the Ceding Company shall reasonably cooperate with the Reinsurer, at the Reinsurer’s cost, to implement a structure that achieves Reserve Credit in a cost-effective manner. Such structures may include, if applicable, a recapture by the Ceding Company of a portion of the Ceding Company Coinsurance Statutory Reserves so that such Ceding Company Coinsurance Statutory Reserves can be ceded by the Ceding Company under a Captive Reinsurance Agreement or similar structure (it being agreed that all costs and expenses incurred by the Ceding Company in implementing such a structure and the financing fees associated therewith shall be borne by the Reinsurer); provided, however, that the Ceding Company shall not be obligated to cooperate in implementing any structure if it reasonably determines that such structure would have an increased cost that is not paid or indemnified by the Reinsurer or an adverse regulatory impact to the Ceding Company or any of its Affiliates or would otherwise place the Ceding Company at a disadvantage relative to its position prior to such restructuring (determined without taking into consideration the Estimated Recapture Terminal Settlement and (if applicable) the Recapture Terminal Settlement that would be received by the Ceding Company if this Agreement were to be recaptured as a result of such Reserve Credit Event).
(c)[***].
Section 13.2.Security.
(a)On or prior to the Closing Date, the Reinsurer, as grantor, shall establish and thereafter shall maintain, at its sole cost and expense, the Trust Account with the Trustee, naming each of the Ceding Company and EFLA as beneficiaries thereof to secure the Reinsurer’s obligations hereunder and under the EFLA-Reinsurer Reinsurance Agreement. Pursuant to the terms of the Trust Agreement, the assets in the Trust Account shall be held in trust by the Trustee for the sole and exclusive benefit of the Ceding Company and EFLA as security for payment of the Reinsurer's obligations to the Ceding Company under this Agreement and to EFLA under the EFLA-Reinsurer Reinsurance Agreement. The Reinsurer shall maintain the Trust Account in accordance with the terms of this Agreement, the EFLA-Reinsurer Reinsurance Agreement and the Trust Agreement.
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(b)Concurrently with the execution of this Agreement, the Trust Account is being funded with Eligible Assets in accordance with Section 3.1(b) and Section 3.1(b) of the EFLA-Reinsurer Reinsurance Agreement. In addition, if the Estimated Initial Required Balance exceeds the Estimated Initial Premium, then within five (5) Business Days after the Closing Date (or, if later, at the time the Ceding Company and EFLA (pursuant to Section 5.2(b) of the EFLA-Reinsurer Reinsurance Agreement) shall have satisfied in full their respective obligations to fund the Trust Account with Eligible Assets equal to the Estimated Initial Premium), Reinsurer shall deposit additional Eligible Assets into the Trust Account having a Statutory Book Value at least equal to such excess.
(c)All transfers to and withdrawals from the Trust Account by the Ceding Company and the Reinsurer shall be in accordance with and subject to the requirements set forth herein and in the Trust Agreement.
(d)During the term of the Trust Agreement, the Reinsurer shall not, and shall direct that the Trustee shall not, grant or cause or permit to be created or granted in favor of any third person any security interest whatsoever in any of the assets in the Trust Account (whether by contract, applicable Law or otherwise), including without limitation in favor of any Governmental Authority.
(e)If:
(i)a Reserve Credit Event has occurred and the Reinsurer elects to provide Reserve Credit by establishing a statutory trust agreement for the benefit of the Ceding Company;
(ii)a Reserve Credit Event (as defined in the EFLA-Reinsurer Reinsurance Agreement) has occurred and the Reinsurer elects to provide Reserve Credit (as defined in the EFLA-Reinsurer Reinsurance Agreement) by establishing a statutory trust agreement for the benefit of EFLA;
(iii)the Ceding Company and EFLA are no longer direct or indirect wholly-owned subsidiaries of the same Person (or if a definitive agreement has been entered into as a result of which, upon consummation thereof, the Ceding Company and EFLA would no longer be direct or indirect wholly-owned subsidiaries of the same Person); or
(iv)a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with the timeframe required in Section 5.1;
(f)then, in any such circumstance, at the request of the Reinsurer (or, in the case of clauses (iii) or (iv) above, at the request of the Ceding Company or EFLA), (1) the Trust Account shall be bifurcated into a trust account for the benefit of the Ceding Company (which shall be considered the "Trust Account" for purposes of this Agreement and subject to all of the provisions of this Agreement pertaining to the Trust Account) and a separate trust account for the benefit of EFLA,
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and the assets in the Trust Account immediately prior to such bifurcation shall be allocated between such two trust accounts so as to ensure that each such trust account is appropriately funded as a result of such bifurcation; (2) the Trust Agreement shall be bifurcated into a trust agreement among the Ceding Company (as beneficiary), the Reinsurer (as grantor) and the Trustee (as trustee) (which shall be considered the "Trust Agreement" for purposes of this Agreement and subject to all of the provisions of this Agreement pertaining to the Trust Agreement) and a separate trust agreement among EFLA (as beneficiary), the Reinsurer (as grantor) and the Trustee (as trustee); and (3) this Agreement shall be amended to (y) reflect the foregoing revisions, including the removal of references to the EFLA Required Balance and (z) remove references to the Pro Rata Share.
Section 13.3.Trust Account and Settlements. The Trustee shall hold assets in the Trust Account pursuant to the terms of the Trust Agreement. All settlements of account under this Agreement between the Ceding Company and the Reinsurer shall be made in United States dollars in cash or its equivalent or, as permitted by this Agreement and the Trust Agreement, by cash or other assets withdrawn from the Trust Account.
Section 13.4.Eligible Assets.
(a) The assets that may be held in the Trust Account shall consist only of cash, investments of the type consistent with the requirements for authorized investments and admitted assets under the insurance laws of the state of domicile of the Reinsurer and, as permitted under this Agreement, Trust Account-Eligible Letters of Credit and shall not include any investments issued or guaranteed by the Ceding Company, the Reinsurer, or any Affiliates of either Party; provided, that during the continuation of a Reserve Credit Event for which the Reinsurer elects to cure by converting the Trust Agreement to a statutory reserve credit trust agreement, such assets shall consist only of (i) cash in United States dollars, (ii) certificates of deposit issued by a United States bank and payable in United States dollars, and (iii) investments permitted by the Arizona Insurance Code, or any combination of (i) through (iii), provided investments in or issued by an entity controlling, controlled by, or under common control with either the Reinsurer, as grantor, or the Ceding Company, as beneficiary of the Trust shall not be permitted (assets meeting the requirements of this proviso and the other requirements in this clause (a), “Trust Account Credit for Reinsurance Assets”); provided, further, that at all times after the Repositioning Period, each such investment shall comply with the investment guidelines set forth in Schedule B (the “Investment Guidelines”) (the assets meeting the requirements of this sentence being the “Eligible Assets”). Notwithstanding any provision of this Agreement or the Trust Agreement to the contrary, the Transferred Investment Assets shall be deemed to be Eligible Assets as of the Closing Date and during the Repositioning Period, after which such Transferred Investment Assets shall be subject to the Investment Guidelines. Following the end of each Monthly Accounting Period, in accordance with Section 5.8(b), the Reinsurer shall provide to the Ceding Company a report (the “Asset Report”) setting forth (i) a list of each asset in the Trust Account and the Fair Market Value and Statutory Book Value of each such asset as of the end of the relevant Monthly Accounting Period, and certify that each such asset satisfying the Required Balance requirement or FMV Required Balance requirement, as applicable, is an Eligible Asset, (ii) the market standard attributes for each asset (e.g., asset type, rating, duration, yield) to be reasonably agreed by Reinsurer and Ceding Company, (iii) the price source for each asset, (iv) the Unamortized IMR Amount, (v) the balance of the Hedge Collateral Account, (vi) the balance of the Designated Administrative Account and (vii) a compliance report showing how the trust assets measure relative to all quantitative limits included in the Investment Guidelines. In addition, during the continuation of a Reserve Credit Event, each Asset Report shall indicate for each asset in the Trust Account whether or not such asset is a Trust Account Credit for Reinsurance Asset.
(b)In addition to the Reinsurer’s right to trade, invest, reinvest, and otherwise manage the assets in the Trust Account as set forth in this Agreement and the Trust Agreement, the Reinsurer shall be permitted at any time and from time to (i) substitute all or any part of the assets in the Trust Account with other Eligible Assets and (ii) withdraw assets in accordance with Section 5.7, provided that:
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(i)[***];
(ii)the Statutory Book Value of the Eligible Asset(s) to be deposited into the Trust Account in connection with any substitution shall not be less than the Statutory Book Value of the Eligible Asset(s) to be withdrawn in connection with such substitution;
(iii)immediately following any such substitution, the Statutory Book Value of the Eligible Assets in the Trust Account shall not be less than the Required Balance as set forth on the most recent Month-End Required Balance Report;
(iv)immediately following any such substitution, the Fair Market Value of the Eligible Assets in the Trust Account shall not be less than the FMV Required Balance as set forth on the most recent Month-End Required Balance Report;
(v)all withdrawals shall be in accordance with Section 5.8; and
(vi)[***];
(c)provided, further, that, solely with respect to substitutions, clause (i) above shall not apply during the Repositioning Period.
(d)On the first Business Day after three (3) full calendar years following the Closing Date and thereafter on the first Business Day of any Monthly Accounting Period, following written notice to the Ceding Company, the Reinsurer may elect to reduce the minimum asset duration required in the Investment Guidelines by [***] for such Monthly Accounting Period (each Monthly Accounting Period for which such an election is made, a “Duration Management Monthly Accounting Period”); provided that the Reinsurer may not reduce such minimum asset duration required in the Investment Guidelines by more than [***] in total. For each Duration Management Monthly Accounting Period, the Reinsurer shall calculate the Pro Rata Share of the Duration Management Funding Adjustment for such Duration Management Monthly Accounting Period and deliver such calculation to the Ceding Company no later than the twenty (20th) Business Day following the end of such Duration Management Monthly Accounting Period for use by the Ceding Company in calculating the Required Balance for the Monthly Accounting Period immediately following such Duration Management Monthly Accounting Period. The asset duration of the assets that constitute the Duration Management Collateral Balance shall not be included in the calculation of the asset duration of the Eligible Assets in the Trust Account, provided that such assets shall nevertheless be considered Eligible Assets for purposes of this Agreement to the extent that they are of a type that is permissible under the Investment Guidelines. As used herein, “Duration Management Collateral Balance” means the Statutory Book Value of the assets complying with the Investment Guidelines that have been deposited into the Trust Account to satisfy any Duration Management Funding Adjustment, as such assets are identified on the Monthly Asset Report.
(e)The Reinsurer agrees that it will not deposit assets into the Trust Account in excess of the amounts required to satisfy its obligations in this Article V for the principal purpose of reducing the aggregate Market-to-Book Ratio of the Eligible Assets in the Trust Account.
Section 13.5.Deposit of Assets. Subject to the provisions of the Trust Agreement relating to Restricted Assets and Assets in Transit (each as defined in the Trust Agreement) or assets originated and managed by Alliance-Bernstein or any of its Affiliates, prior to depositing assets in the Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon the direction of the Ceding Company, may whenever necessary negotiate any such assets without the consent or signature from the Reinsurer or any other entity (other than the Ceding Company).
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The foregoing requirements shall not apply to the Transferred Investment Assets.
Section 13.6.Modification Following Certain Events. The Parties acknowledge and agree that, upon the occurrence of, and for the duration of the continuation of, a Reserve Credit Event, certain provisions of this Agreement and the Trust Agreement shall cease to be effective, and other provisions shall automatically be effective, as described herein and in the Trust Agreement. Provisions of this Agreement that will automatically be modified during the continuation of a Reserve Credit Triggering Event are: (a) the assets constituting Eligible Assets shall be modified as set forth in Section 5.4(a); (b) Section 5.7(a) governing the use and application of assets in the Trust Account by the Ceding Company in the absence of a Reserve Credit Triggering Event shall not apply and Section 5.7(b) governing the use and application of assets in the Trust Account by the Ceding Company during the continuation of a Reserve Credit Triggering Event shall apply; (c) Section 5.8(c)(i)(3) governing the withdrawal of assets in the Trust Account in the absence of a Reserve Credit Triggering Event shall not apply and Section 5.8(c)(i)(4) governing the withdrawal of assets in the Trust Account during the continuation of a Reserve Credit Triggering Event shall apply; (d) the definition of Ceding Company Statutory Reserves (used in the calculation of Required Balance) shall be modified as set forth therein; and (e) in the event of the Reinsurer's or the Ceding Company’s election pursuant Section 5.2(e)(i), 5.2(e)(ii) or 5.2(e)(iv), as applicable, this Agreement and the Trust Agreement shall be modified as described in Section 5.2(e).
Section 13.7.Withdrawal of Assets from the Trust Account.
(a)In the Absence of a Reserve Credit Triggering Event. So long as no Reserve Credit Triggering Event has occurred and is continuing, the Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn (including the proceeds of draws on Trust Account-Eligible Letters of Credit in the Trust Account) by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of any insolvency, rehabilitation, conservatorship or comparable proceeding (an “Insolvency”) on the part of the Ceding Company or the Reinsurer, in accordance with the terms of the Trust Agreement, in order to (i) pay or reimburse the Ceding Company for any undisputed amounts due from the Reinsurer under this Agreement and not yet recovered from the Reinsurer within the time required under this Agreement for the Reinsurer to pay or reimburse the Ceding Company for such amount (without regard to any cure periods that may otherwise be available under this Agreement), including any Reinsured Risks or other amounts due under this Agreement, (A) which amounts have not been paid by the Reinsurer within [***] Business Days following its receipt of a specific written notice thereof (provided that the Ceding Company shall not be permitted to withdraw from the Trust Account any amounts due from the Reinsurer as a result of Security Incidents), or (B) otherwise with the consent of the Reinsurer or (ii) to pay to the Ceding Company the Estimated Recapture Terminal Settlement as contemplated by Section 8.4(a) or the Recapture Terminal Settlement (if any) due and payable to the Ceding Company when due in accordance with Section 8.4(d). The amount of any such withdrawal in excess of amounts then due to the Ceding Company hereunder shall be deemed maintained in trust by the Ceding Company for the benefit of the Reinsurer and promptly returned to the Trust Account, along with interest on such amounts at the Interest Rate for the period that such amounts are held by the Ceding Company.
(b)During a Reserve Credit Triggering Event. During the continuation of an Reserve Credit Triggering Event, the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn (including the proceeds of draws on Trust Account-Eligible Letters of Credit in the Trust Account) by the Ceding Company at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Ceding Company or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or Reinsurer only for the following purposes:
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(i)to pay or reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Reinsured Contracts because of cancellations of such Reinsured Contracts;
(ii)to pay or reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company pursuant to the provisions of the Reinsured Contracts;
(iii)to pay or reimburse the Ceding Company for any other amounts necessary to secure the credit or reduction from liabilities for the reinsurance taken by the Ceding Company for the transactions contemplated by this Agreement; or
(iv)to make payment to the Reinsurer of amounts held in the Trust Account in excess of the amount necessary to secure the credit or reduction from liabilities for the reinsurance taken by the Ceding Company for the transactions contemplated by this Agreement.
The Ceding Company shall return to the Trust Account within five (5) Business Days of withdrawal, assets withdrawn in excess of all amounts due under Sections 5.7(b). The Ceding Company shall pay to the Reinsurer interest on excess amounts withdrawn pursuant to Sections 5.7(b) at the average of the daily “prime rate” published in The Wall Street Journal for each of the days in the applicable period, but in any event not less than zero, for the period that such assets are held by the Ceding Company. Any excess amount shall at all times be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and be maintained in a segregated account, separate and apart from any assets of the Ceding Company for the sole purpose of funding the payments and reimbursements described in Section 5.7(b).
If the Ceding Company elects to fund an account with the Ceding Company in order to secure the credit or reduction from liability for the reinsurance taken hereunder in accordance with clause (iii) of Section 5.7(b), this Agreement shall be amended so as to permit the Reinsurer or, to the extent reasonably acceptable to the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed), its designated investment manager, to manage the assets held in such account pursuant to an investment management agreement reasonably acceptable to the Ceding Company and the assets in such account shall be managed to comply with the Investment Guidelines. In addition, this Agreement shall otherwise be amended as appropriate to reflect the operation of such account in lieu of the Trust Account. [***].
(c)In addition to the provisions of Section 5.7(a) and (b), the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Reinsurer or the Ceding Company (or any successor by operation of law of the Reinsurer or the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Reinsurer or the Ceding Company) without diminution because of any Insolvency on the part of the Ceding
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Company or the Reinsurer, in accordance with the terms of the Trust Agreement, to fund the Designated Administrative Account as permitted in accordance with Section 4.4.
Section 13.8.Adjustment of Security and Withdrawals.
(a)The Ceding Company shall furnish a report (a “Month-End Required Balance Report”) to the Reinsurer following the end of each Monthly Accounting Period containing (i) the Ceding Company’s calculation of the Required Balance as of the end of such Monthly Accounting Period, in each case prepared in accordance with the Ceding Company Reports for such Monthly Accounting Period that are provided to the Reinsurer pursuant to Section 3.10 and the other terms and conditions of this Agreement and (ii) the Asset Report for such Monthly Accounting Period.
(b)The Ceding Company shall deliver each Month-End Required Balance Report no later than the twenty-fifth (25th) Business Day following the end of each Monthly Accounting Period. In order for the Ceding Company to prepare the Month-End Required Balance Report for each Monthly Accounting Period, no later than the twentieth (20th) Business Day following the end of each Monthly Accounting Period, the Reinsurer shall provide to the Ceding Company the Asset Report as of the end of such Monthly Accounting Period.
(c)[***].
(d)The amount of security required to be provided by the Reinsurer hereunder shall be adjusted based on (i) the Required Balance and (ii) the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Monthly Accounting Period. The amount of security held in the Trust Account shall be adjusted as follows:
(i)Within [***] Business Days (except as described in clause (3) below) following the delivery of (x) the Month-End Required Balance Report pursuant to Section 5.8(a) for a Monthly Accounting Period and (y) [***], and subject to Section 5.4(b):
(1)if the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is less than the Required Balance (such shortfall as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then, without duplication of any amounts deposited (or to be concurrently deposited) under Section 5.8(d)(i)(1) of the EFLA-Reinsurer Reinsurance Agreement, the Reinsurer shall deposit Eligible Assets in the Trust Account with an aggregate Statutory Book Value necessary to satisfy such shortfall;
(2)if the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account is less than the FMV Required Balance (such shortfall as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then, without duplication of any amounts deposited (or to be concurrently deposited) under Section 5.8(d)(i)(2) of the EFLA-Reinsurer Reinsurance Agreement, the Reinsurer shall deposit Eligible Assets in the Trust Account with an aggregate Fair Market Value (as applicable) necessary to satisfy such shortfall;
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(3)subject to Section 5.8(d)(i)(4), if (A) the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is greater than the Required Balance (such excess as reflected in the Month-End Required Balance Report for such Monthly Accounting Period) and (B) the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account is greater than the FMV Required Balance (such excess as reflected in the Month-End Required Balance Report for such Monthly Accounting Period), then without duplication of any amounts withdrawn (or to be concurrently withdrawn) by the Reinsurer pursuant to Section 5.8(d)(i)(3) of the EFLA-Reinsurer Reinsurance Agreement, the Reinsurer may withdraw assets from the Trust Account in an amount such that, after giving effect to such withdrawal, (x) the Statutory Book Value of the Eligible Assets on deposit in the Trust Account is not less than the Required Balance (as reflected in such Month-End Required Balance Report) and (y) the Fair Market Value of the Eligible Assets on deposit in the Trust Account is not less than the FMV Required Balance (as reflected in such Month-End Required Balance Report), such withdrawal to be made not later than the end of the month during which the Month-End Required Balance Report was delivered; and
(4)upon the occurrence, and during the continuance, of a Reserve Credit Triggering Event, if the aggregate Statutory Book Value of the Eligible Assets on deposit in the Trust Account is greater than [***]% of the Required Balance and if the aggregate Fair Market Value of the Eligible Assets on deposit in the Trust Account exceeds [***]% of the FMV Required Balance, then, in accordance with the procedures set forth in the Trust Agreement, and upon notice to and consent of the Ceding Company (provided, that such consent shall not be unreasonably withheld, conditioned or delayed), and subject to clause (3) above, and without duplication of any amounts withdrawn (or to be concurrently withdrawn) by the Reinsurer pursuant to Section 5.8(d)(i)(4) of the EFLA-Reinsurer Reinsurance Agreement, the Reinsurer may withdraw assets from the Trust Account with an aggregate Fair Market Value not greater than such excess.
(e)In addition, as soon as reasonably practicable, and no later than [***] of the calendar quarter during which a Reserve Credit Event occurred (unless the Ceding Company shall agree to a longer period, then by the end of such longer period), the Reinsurer shall (i) substitute any assets in the Trust Account that are not Eligible Assets for assets that are Eligible Assets, and (ii) deposit additional assets consisting of Eligible Assets in the Trust Account sufficient to ensure that the aggregate Statutory Book Value and Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance and FMV Required Balance as of the last day of the immediately preceding calendar month.
(f)In the event that the Parties disagree with the calculation of the Required Balance or FMV Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset, any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. The foregoing shall not relieve Reinsurer of its obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(d) except to the extent that it has delivered notice in good faith of its disagreement pursuant to the preceding sentence, in which case, the Reinsurer shall not be required to fund any disputed portion of the required funding amount that exceeds $[***] pending the resolution of such disagreement in accordance with the preceding sentence or Section 5.8(g). For purposes of calculating the amount that may be withheld pursuant to the preceding sentence, the calculation the Required Balance shall be calculated without regard to clause (m) of the definition of Required Balance and the Statutory Book Value and Fair Market Value of the assets in the Trust Account shall be calculated on a pro rata basis.
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(g)Any resolution as to disagreements arising under Section 5.8(f) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Statutory Reserves or any component thereof or (B) with respect to the calculation of the Ceding Company Statutory Reserves or any component thereof, an actuarial firm of national reputation, as mutually agreed by the Parties (the “Independent Actuary”), to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance (other than the calculation of the Ceding Company Statutory Reserves or any component thereof), FMV Required Balance, the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Ceding Company Statutory Reserves or any component thereof shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(g) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(d) so that the Statutory Book Value and the Fair Market Value of the Eligible Assets held in the Trust Account is not less than the amounts required pursuant to Section 5.8(d)(i)(1) an 5.8(d)(i)(2), respectively.
(h)The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, the Reinsurer shall provide the Ceding Company a report of all withdrawals from the Trust Account.
Section 13.9.Letters of Credit.
(a)[***].
(b)Unless the Ceding Company provides prior written consent, one or more Trust Account-Eligible Letters of Credit issued by the same Qualified LOC Provider shall not have an aggregate face amount (including drawn and undrawn amounts) that exceeds $[***] at any one time.
(c)All costs, expenses and fees associated with Trust Account-Eligible Letters of Credit shall be borne by the Reinsurer.
Section 13.10.Continuation of a Triggering Event. Upon the occurrence of any FMV Triggering Event, such FMV Triggering Event shall be deemed to be continuing unless such FMV Triggering Event has been cured in accordance with the terms of this Agreement. A Reserve Credit Event shall be deemed to be continuing unless no Reserve Credit Event exists (it being agreed that the modifications to this Agreement in connection with a Reserve Credit Event as set forth in Section 5.6 shall not, in and of themselves, be deemed sufficient to cure a Reserve Credit Event). The Ceding Company agrees to deliver a cure notice to the Trustee promptly upon becoming aware that an FMV Triggering Event or Reserve Credit Event is no longer continuing in accordance with the terms of this Section 5.10.
Section 13.11.Hedging.
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(a)The Reinsurer shall cause the Reinsurer Hedge Party to establish the Hedge Collateral Account in accordance with the Account Control Agreement substantially in the form attached hereto as Exhibit 3 and the Security Agreement substantially in the form attached hereto as Exhibit 4. In accordance with the Account Control Agreement and Security Agreement, the Reinsurer Hedge Party shall grant to the Ceding Company a first priority perfected security interest in the Hedge Collateral Account.
(b)The Reinsurer shall cause the Reinsurer Hedge Party to calculate the Required Hedge Funding Balance and maintain the Hedge Collateral Account for so long as the Reinsured Contracts include products with embedded index risk.
(c)Beginning one (1) Business Day after the Closing Date, not later than 10:00 am on each Business Day (each such day, a “Calculation Date”), the Ceding Company shall deliver to the Reinsurer (i) a report (the “Embedded Index Risk Report”) setting forth the option parameters with respect to the embedded index risk in the relevant Reinsured Contracts as of the close of business on the Business Day immediately prior to each Calculation Date and (ii) a report (the “Embedded MSO Liabilities Report”) setting forth the MSO Hedges, the MSO Option Value and the hedge parameters with respect to the MSO Liabilities, each as of the close on the Business Day immediately prior to each Calculation Date.
(d)On each Calculation Date, the Reinsurer shall cause the Reinsurer Hedge Party to calculate the Required Hedge Funding Balance based on the option parameters with respect to the embedded index risk set forth in the Embedded Index Risk Report received for such Calculation Date. If the Ceding Company does not deliver an Embedded Index Risk Report for a Calculation Date, the Reinsurer Hedge Party shall base the calculation of the Required Hedge Funding Balance on the Embedded Index Risk Report most recently received from the Ceding Company, as may be updated by the Reinsurer Hedge Party using its reasonable judgment.
(e)On each Calculation Date:
(i)if the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account as of the close of business on the immediately preceding Calculation Date exceeds the Required Hedge Funding Balance for such Calculation Date, in accordance with the terms of the Security Agreement and Account Control Agreement, the Reinsurer Hedge Party shall be permitted to withdraw from the Hedge Collateral Account prior to the close of business on such Calculation Date Hedge, Hedge Collateral Account Assets having a Fair Market Value equal to such excess; and
(ii)if the Required Hedge Funding Balance for such Calculation Date exceeds the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account as of the close of business on the immediately preceding Calculation Date, prior to the close of business on such Calculation Date, the Reinsurer shall cause the Reinsurer Hedge Party to deposit into the Hedge Collateral Account Hedge Collateral Account Assets having a Fair Market Value equal to such excess.
(f)Without limitation of the provisions of Section 5.11(e)(i), in accordance with the terms of the Security Agreement and Account Control Agreement, the Reinsurer Hedge Party shall be permitted at any time and from time to substitute all or any part of the Hedge Collateral Account Assets in the Hedge Collateral Account with other Hedge Collateral Account Assets, provided that immediately after giving effect to such substitution the Fair Market Value of the Hedge Collateral Account Assets in the Hedge Collateral Account is not less than the Required Hedge Funding Balance for the relevant Calculation Date; provided, further, that during the continuance of a Level Two RBC Ratio Event, any substitutions or withdrawals by the Reinsurer Hedge Party from the Hedge Collateral Account shall require the consent of the Ceding Company (such consent not to be unreasonably withheld, delayed or conditioned).
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(g)The Ceding Company and Reinsurer agree that the assets maintained in the Hedge Collateral Account may be withdrawn by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of any Insolvency on the part of the Ceding Company, the Reinsurer Hedge Party, or the Reinsurer, in accordance with the terms of the Security Agreement and the Account Control Agreement. The Ceding Company covenants not to deliver a notice of exclusive control to the Securities Intermediary (as defined in the Account Control Agreement) unless a Recapture Triggering Event has occurred or the Reinsurer has delivered a Termination Notice, and covenants not to deliver entitlement orders or disposition instructions to the Securities Intermediary (as defined in the Account Control Agreement) except to pay (i) the Estimated Recapture Terminal Settlement due and payable to the Ceding Company on the Recapture Effective Date and (ii) the Recapture Terminal Settlement (if any) due and payable to the Ceding Company when due in accordance with Section 8.4. The amount of any such withdrawal in excess of amounts then due to the Ceding Company hereunder shall be deemed maintained in trust by the Ceding Company for the benefit of the Reinsurer and promptly returned to the Hedge Collateral Account, along with interest on such amounts at the Interest Rate for the period that such amounts are held by the Ceding Company.
(h) Notwithstanding Section 5.11(g), if a Reserve Credit Triggering Event has occurred and is continuing and the Reinsurer shall have elected to cure such Reserve Credit Triggering Event by holding assets in the Trust Account (including a bifurcated trust account established for the benefit of the Ceding Company pursuant to Section 5.2(e)), then the Ceding Company shall be permitted to instruct the Securities Intermediary to transfer all assets in the Hedge Collateral Account to the Trust Account, whereupon such assets shall be subject to the terms and conditions that apply to the Trust Account as set forth in this Agreement (including the provisions relating to substitutions and withdrawals from the Trust Account) and the Trust Agreement.
(i)In the event that the Parties disagree with the calculation of the Required Hedge Funding Balance or the Fair Market Value of a Hedge Collateral Account Asset or whether any asset in the Hedge Collateral Account is a Hedge Collateral Account Asset, the provisions of Sections 5.8(f) and (g) shall apply to such dispute, mutatis mutandis, as if such dispute related to the Required Balance or to the Fair Market Value of an asset in the Trust Account or whether any asset in the Trust Account is an Eligible Asset, as applicable.
Article XIV.

OVERSIGHTS; COOPERATION
Section 14.1.Oversights. Inadvertent delays, oversights, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error or omission not occurred. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error or omission had occurred.
Section 14.2.Cooperation. The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any regulatory filing or financial statement; provided, however, that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.
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Section 14.3.Changes to RBC. The Ceding Company acknowledges and agrees that the Reinsurer currently calculates its RBC Ratio on an annual basis for external reporting purposes, and estimates the ratio for internal management purposes on a quarterly basis in conjunction with the preparation of Reinsurer’s regulatory financial reports to be filed with Reinsurer’s state of domicile. In the event of (i) a material change to, or elimination by, applicable Law of the requirement for Reinsurer to calculate risk-based capital or (ii) a material change relating to the framework, factors and/or formulae prescribed by the National Association of Insurance Commissioners or the insurance regulatory authority in Reinsurer’s state of domicile that are used to calculate risk-based capital ratios from those in effect at the Effective Date, the Parties shall cooperate in good faith to amend this Agreement to adjust the definitions of FMV Required Balance or Recapture Triggering Event as set forth herein or otherwise amend this Agreement so as to mitigate the impact of such changes and to restore the Parties to their original intended position; provided, that in all circumstances, the Reinsurer shall only be required to calculate its RBC Ratio in accordance with the applicable framework, factors, and/or formulae in effect as of the applicable date of determination.
Article XV.

INSOLVENCY
Section 15.1.Insolvency of the Ceding Company.
(a)In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Contracts without diminution because of the insolvency of the Ceding Company.
(b)It is understood, however, that in the event of such an insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company shall give written notice of the pendency of a claim against the Ceding Company on a Reinsured Contract within a reasonable period of time after such claim is filed in the applicable Insolvency proceedings and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or its liquidator, receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.
Article XVI.

DURATION; RECAPTURE
Section 16.1.Duration. This Agreement shall commence as of the Effective Time and continue in force until such time as (i) the Ceding Company’s Liability arising out of or related to all Reinsured Contracts is terminated in accordance with their respective terms and each Party has received payments which discharge the other Party’s liabilities incurred hereunder prior to such termination, or (ii) in accordance with Section 8.3 if the Ceding Company has elected to recapture the reinsurance of the Reinsured Contracts or the Reinsurer has elected to terminate this Agreement, applicable, and each Party has received payments which discharge the other Party’s liability in full in accordance with Section 8.4 and the other terms of this Agreement.
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Section 16.2.Survival. Notwithstanding the other provisions of this Article VIII, the terms and conditions of Articles I, VIII and IX, and the provisions of Sections 3.6, 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.15 and 11.16 shall remain in full force and effect after the termination of this Agreement.
Section 16.3.Recapture.
(a)Following the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all of the Reinsured Risks ceded under this Agreement by providing the Reinsurer with written notice of its intent to elect such a recapture (a “Recapture Notice”), provided that Recapture Notice is delivered within [***] calendar days after the Ceding Company is provided written notice of the occurrence of the Recapture Triggering Event and such Recapture Triggering Event has not been cured prior to the delivery of such Recapture Notice; provided, further, that during the continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Triggering Event”, if the RBC Ratio of the Reinsurer has further decreased by at least [***] percentage points below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” then, for an additional [***] calendar days after the Ceding Company is provided written notice of such decrease, the Ceding Company shall have the right (but not the obligation) to recapture all of the Reinsured Risks ceded under this Agreement notwithstanding the expiration of the initial [***]calendar day period. Any recapture pursuant to this Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the Reinsurer; provided, that if such Recapture Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Ceding Company of its Recapture Notice) (the “Recapture Date”).
(b)Following the occurrence of a Termination Triggering Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and require the Ceding Company to recapture all of the Reinsured Risks ceded under this Agreement by providing the Ceding Company with written notice of its intent to elect such termination and recapture (a “Termination Notice”), provided that such Termination Notice is delivered within [***] days of the occurrence of the event giving the Reinsurer the right to so terminate this Agreement and such Termination Triggering Event has not been cured prior to the delivery of such Termination Notice. Any termination and recapture pursuant to this Section 8.3(b) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Reinsurer delivers a Termination Notice to the Ceding Company; provided, that if such Termination Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month or (ii) on such later date and time as set forth in the Termination Notice (provided such later date is the last day of a calendar month and is not later than [***]calendar days following the delivery by the Reinsurer of its Termination Notice) (and such date shall be considered the “Recapture Date”).
(c)Following any recapture of all Reinsured Risks pursuant to Section 8.3(a) or termination of this Agreement and recapture of all Reinsured Risks pursuant to Section 8.3(b), subject to the satisfaction of payment obligations described in Section 8.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than (x) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, (y) any obligations under the provisions that expressly survive termination as provided in Section 8.2 and (z) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations and (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Risks.
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(d)Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, either Party may, in its sole discretion, require direct payment by the other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that the applicable Party might have had other recourse.
Section 16.4.Recapture Payments
(a)In connection with a recapture pursuant to Section 8.3(a) or a termination pursuant to Section 8.3(b), subject to the shorter time frames required by Section 8.4(e), no later than five (5) Business Days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a settlement statement (the “Estimated Recapture Terminal Settlement Statement”) setting forth the Ceding Company’s good faith estimated calculation of the Recapture Terminal Settlement (the “Estimated Recapture Terminal Settlement”) with respect to the recaptured Reinsured Risks.
(i)If the amount of the Estimated Recapture Terminal Settlement is positive, then on the Recapture Date, except as set forth in clause (ii) below, the Ceding Company may instruct (x) the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets in the Trust Account, such assets to be withdrawn in the order of priority set forth in Section 4.3 of the Trust Agreement and (y) the Securities Intermediary pursuant to the Account Control Agreement to transfer to the Ceding Company assets in the Hedge Collateral Account, having a Fair Market Value, in aggregate, equal to the Estimated Recapture Terminal Settlement.
(ii)Solely in the event this Agreement is being terminated by the Reinsurer pursuant to Section 8.3(b), if the Reinsurer delivers written notice to the Ceding Company not later than five (5) Business Days prior to the Recapture Date that it wishes to deliver Eligible Assets (valued at Fair Market Value) to the Ceding Company on the Recapture Date (“Alternate Eligible Assets”) in lieu of the Ceding Company withdrawing all or a portion of the Eligible Assets from the Trust Account and/or from the Hedge Collateral Account (which notice may specify those Eligible Assets are not to be withdrawn from the Trust Account and/or the Hedge Collateral Account except as set forth below in this Section 8.4(a)), then the Reinsurer shall be permitted to do so provided that on the Recapture Date the Reinsurer delivers such Alternate Eligible Assets to the Ceding Company in an amount such that the Fair Market Value of such Alternate Eligible Assets plus the Fair Market Value of Eligible Assets (if any) to be withdrawn from the Trust Account and the Hedge Collateral Account equals the lesser of the Estimated Recapture Terminal Settlement and the Fair Market Value of the Eligible Assets in the Trust Account and in the Hedge Collateral Account on the Recapture Date immediately prior to any withdrawal from the Trust Account. For the avoidance of doubt, if the Reinsurer elects to deliver Alternate Eligible Assets to the Ceding Company on the Recapture Date to fund all or a portion of the Estimated Recapture Terminal Settlement, the calculation of the Recapture Transaction IMR Amount shall reflect the delivery of such Alternate Eligible Assets to the Ceding Company.
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(iii)If the Fair Market Value of the Eligible Assets to be withdrawn from the Trust Account and/or from the Hedge Collateral Account plus the Fair Market Value of the Alternate Eligible Assets (if applicable) is less than the Estimated Recapture Terminal Settlement, the Reinsurer shall pay any shortfall to the Ceding Company in cash or other Eligible Assets, or other assets which are reasonably acceptable to the Ceding Company; provided, however, that if less than all of the assets in the Trust Account and/or from the Hedge Collateral Account have been withdrawn from the Trust Account and/or from the Hedge Collateral Account due to the delivery of Alternate Eligible Assets and the Reinsurer shall have failed to pay such shortfall on the Recapture Date as described above in this clause (iii), then the Ceding Company may instruct the Trustee or the Securities Intermediary, as applicable, to transfer all assets remaining in the Trust Account and/or from the Hedge Collateral Account to the Ceding Company on the Recapture Date and the Reinsurer shall pay to the Ceding Company any remaining shortfall in cash on the Recapture Date.
(iv)If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash.
(b)In connection with a recapture pursuant to Section 8.3(a) and a termination pursuant to Section 8.3(b), no later than sixty (60) days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule E (the “Recapture Terminal Settlement”).
(c)In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of Net Ceding Company Coinsurance Statutory Reserves or (ii) with respect to the calculation of Net Ceding Company Coinsurance Statutory Reserves, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination.
(d)Within five (5) Business Days after a final and binding resolution of any dispute described in Section 8.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 8.4(d) are made, (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall pay to the Ceding Company an amount equal to such excess; and (ii) if the Estimated Recapture Terminal Settlement exceeds the Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.4(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment.
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(e)Notwithstanding the timelines set forth in this Section 8.4, if the recapture is due to a Reserve Credit Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.4 in order to effectuate the recapture and complete the payment of the Estimated Recapture Terminal Settlement prior to any loss of Reserve Credit; provided, that such change to the procedures set forth in Section 8.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.4(c).
Section 16.5.Termination of Trust Account and Hedge Collateral Account. Following the recapture of all Reinsured Risks hereunder pursuant to Section 8.3 and the payment in full of the Recapture Terminal Settlement thereof (including the resolution of all disputed items in accordance with Section 8.4(c)), (x) the Trust Account shall be terminated and any remaining amounts held in trust pursuant to Article V shall be released to the Reinsurer (or, if the EFLA-Reinsurer Reinsurance Agreement remains in effect at such time, the Trust Agreement shall be amended to remove the Ceding Company as a party thereto and a beneficiary thereof and any amounts held in trust pursuant to Article V (other than the amount required to be held for the benefit of EFLA under the EFLA-Reinsurer Reinsurance Agreement) shall be released to the Reinsurer) and (y) the Hedge Collateral Account shall be terminated and any remaining amounts or amount held in the Hedge Collateral Account shall be released to the Reinsurer Hedge Party. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee and the Securities Intermediary, as applicable, to permit such termination of the Trust Account and the Hedge Collateral Account and release of such assets to the Reinsurer or the Reinsurer Hedge Party (as applicable).
Article XVII.

INDEMNIFICATION
Section 17.1.Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent arising from [***].
Section 17.2.Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer Indemnified Parties to the extent arising from [***].
Section 17.3.Applicability of Master Transaction Agreement. The procedures set forth in Section 8.05 (Procedures) and Section 8.06 (Direct Claims) of the Master Transaction Agreement shall apply to Losses under this Article IX.
Section 17.4.Good Faith. Each of the Ceding Company and the Reinsurer absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the negotiation and formation of this Agreement or any other Transaction Agreement; provided that, notwithstanding the foregoing, neither Party waives the duty of utmost good faith with respect to the performance of this Agreement.
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Article XVIII.

TAXES
Section 18.1.Withholding. Each Party and any of their agents shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign applicable Tax Law. If a Party determines that an amount is required to be deducted or withheld, such Party shall use reasonable best efforts to: (i) provide written notice to the other Party, at least five (5) Business Days before the relevant payment of such deduction or withholding, (ii) cooperate in good faith with the other Party to reduce or eliminate the deduction or withholding of such amount and (iii) provide the other Party a reasonable opportunity to provide forms or documentation that would exempt such amounts from withholding. If any amount is so withheld and paid over to the applicable Governmental Authority, such amounts paid to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed. Without limiting the generality of the foregoing, each Party agrees to provide to the other on or before the date hereof an accurate and complete copy of IRS Form W-9 and shall deliver renewals or additional copies of such forms (or successor forms) to the other Party on or before the date that such forms expire or become obsolete or upon the request of the other Party.
Section 18.2.DAC Tax Adjustment.
(a)To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows:
(i)The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective.
(ii)The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code.
(iii)The Parties agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code or the Internal Revenue Service. The Parties shall act in good faith to reach an agreement as to the amount of net consideration and shall report consistently to the extent they reach an agreement.
(iv)The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect.
(b)As used in this Article X, the terms “net consideration,” “net positive consideration,” “specified policy acquisitions expenses” and “general deductions limitation” are defined by reference to Treasury Regulations Section 1.848-2 and Section 848 of the Code, in effect as of the Effective Time.
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(c)Each of the Parties represents and warrants that it is subject to U.S. taxation under the provisions of Subchapter L of Chapter 1 of Subtitle A of the Code.
Article XIX.

MISCELLANEOUS
Section 19.1.Expenses. Except as may be otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Person incurring such costs and expenses.
Section 19.2.Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following respective addresses (or at such other address for a Party hereto as shall be specified in a notice given in accordance with this Section 11.2).
(a)if to the Ceding Company:
Equitable Financial Life Insurance Company of America
1345 Avenue of the Americas
New York, NY 10105
Attention:     [***]
    [***]
E-mail:         [***]
    [***]

with a copy (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention:         [***]
        [***]
E-mail:        [***]
        [***]
(b)if to the Reinsurer:
RGA Reinsurance Company
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
Email:     [***]
Attention:     [***]
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with a copy (which shall not constitute) to:
Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, NY 10001-1696
Email:        [***]
Attention:    [***]
Section 19.3.Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be enforceable.
Section 19.4.Entire Agreement. This Agreement (including all exhibits and schedules hereto) and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and the other Transaction Agreements and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Ceding Company and/or its Affiliates, on the one hand, and the Reinsurer and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement and the other Transaction Agreements.
Section 19.5.Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section 11.5 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their successors and permitted assigns.
Section 19.6.No Third-Party Beneficiaries. Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 19.7.Amendment. No provision of this Agreement may be amended, supplemented or modified except by a written instrument signed by each Party.
Section 19.8.Submission to Jurisdiction.
(a)Each of the Ceding Company and the Reinsurer irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Agreement, the transactions contemplated hereby, the formation, breach, termination or validity of this Agreement or the recognition and enforcement of any judgment in respect of this Agreement, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.
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(b)Any such Action may and shall be brought in such courts and each of the Ceding Company and the Reinsurer irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and shall not plead or claim the same.
(c)Service of process in any Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 11.2.
(d)Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.
Section 19.9.Governing Law. This Agreement, and the formation, termination or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York.
Section 19.10.Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS AGREEMENT.
Section 19.11.Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the covenants or obligations contained in this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to injunctive or other equitable relief to prevent or cure any breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court referenced in Section 11.8(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled hereunder or at law or in equity, and no other provision of this Agreement shall limit any Party’s right to specific performance. Each of the Parties acknowledges and agrees that (i) there is no adequate remedy at law for a breach of this Agreement and (ii) it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (x) any defenses in any Action for an injunction, specific performance or other equitable relief, including the defense that the other Party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity, and (y) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief and (iii) nothing contained in this Section 11.11 shall require any Party to institute any action for (or limit such Party’s right to institute any action for) specific performance under this Section 11.11 before exercising any other right under this Agreement.
Section 19.12.Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized Representative of such Party. The failure or delay of any Party hereto to enforce at any time any provision of this Agreement or to exercise any right, power or privilege under this Agreement shall not be construed to be a waiver of such provision, right, power or privilege, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision and exercise each and every right, power and privilege under this Agreement. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.
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Section 19.13.Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise; (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated; (o) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (p) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (q) the word “or” need not be disjunctive; and (r) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.
Section 19.14.Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission utilizing reasonable image scan technology (including pdf, DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 19.15.Treatment of Confidential Information and Non-Public Personal Information.
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(a)The Ceding Company and the Reinsurer agree to hold each other’s Confidential Information in strict confidence and to take all commercially reasonable steps, consistent with its handling and securing of its own sensitive information, to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, except (1) to service providers and the Representatives, in each case that (i) are performing services for such Party and need access to such Confidential Information in the course and scope of providing such services, and (ii) are subject to confidentiality restrictions at least as restrictive and protective of the Confidential Information as this Agreement; (2) as is authorized by the other Party in advance and in compliance with all applicable Law; (3) Reinsurer and its respective Representatives shall be permitted to disclose Confidential Information to any applicable regulatory authorities, as is reasonably necessary to facilitate Reinsurer entering into this Agreement or any retrocession relating to the risks assumed under this Agreement; (4) the Ceding Company and its respective Representatives shall be permitted to disclose Confidential Information to any applicable regulatory authorities as is reasonably necessary to facilitate the Ceding Company entering into this Agreement; (5) as may otherwise be required under applicable Law or court order; and (6) Reinsurer and its Representatives shall be permitted to disclose Confidential Information to EFLA as is reasonably necessary to perform its obligations under this Agreement, the EFLA-Reinsurer Reinsurance Agreement and the Trust Agreement. If either Party determines that any Confidential Information must be disclosed pursuant to applicable Law or court order, the disclosing Party shall (to the maximum extent permitted by applicable Law) provide prompt notice to the other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest. For the sake of clarity, Reinsurer and its respective Representatives shall be permitted to disclose Confidential Information to actual or potential retrocessionaires or as otherwise necessary in retroceding or pursuing a retrocession of the risks reinsured hereunder, and any such Person who receives such information from Reinsurer or its Representatives shall be considered “Representatives” for purposes of this Section 11.15 and subject to customary restrictions on confidentiality and use of such information as set forth in a confidentiality agreement between the Reinsurer and such Person on terms substantially similar to this Agreement that prohibits the use of such Confidential Information except for the purpose of evaluating, negotiating, consummating and performing under such retrocession, which shall, in the case of any such agreements executed after the date of the Master Transaction Agreement, identify the Ceding Company as a third party beneficiary thereof and shall include a disclaimer for the benefit of the Ceding Company of any representations or warranties as to the accuracy of any such Confidential Information. For a period not to exceed two (2) years from the Closing, the Reinsurer shall be permitted to make available to Persons who are subject to a confidentiality agreement described in the preceding sentence the data and information provided in the Data Room (as defined the Master Transaction Agreement) in connection with the investigation, diligence and negotiation of a potential retrocession arrangement. The Reinsurer shall promptly notify the Ceding Company in writing if it becomes aware of any breach by any Person who is subject to a confidentiality agreement described above in this Section 11.15.
(b)The Ceding Company shall not transfer, disclose, share, furnish, or provide Non-Public Personal Information to Reinsurer under this Agreement except as expressly contemplated by this Agreement. In those limited circumstances where Ceding Company transfers Non-Public Personal Information to Reinsurer pursuant to this Agreement or Reinsurer creates or collects Non-Public Personal Information on behalf of Ceding Company, Reinsurer will (i) comply in all material respects with applicable Laws with respect to the processing of such Non-Public Personal Information; (ii) retain, use, process, and disclose all such Non-Public Personal Information only to monitor and ensure the Ceding Company’s compliance with the terms of this Agreement, perform the services or its obligations under this Agreement, or as otherwise instructed by Ceding Company or permitted by this Agreement; (iii) refrain from selling such Non-Public Personal Information or using, processing, or disclosing such Non-Public Personal Information for reasons unrelated to Reinsurer’s business relationship with Ceding Company, the reinsurance assumed hereunder or ordinary course of business activities as reinsurer, or as otherwise permitted by this Agreement; and (iv) subject to applicable Law and the terms of the Reinsurer’s record retention policies, take commercially reasonable steps to comply with the provisions of this Agreement and the reasonable instructions of the Ceding Company to destroy the Non-Public Personal Information.
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(c)Consistent with paragraph (a), if either Party receives a third-party demand pursuant to subpoena, summons, or court or Governmental Order or request, to disclose Confidential Information provided by the other Party, the receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or Governmental Order or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the proprietary information, the receiving Party shall not comply with the subpoena with respect to the Confidential Information prior to the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information that it is legally obligated to disclose and shall use reasonable best efforts to treat such information as confidential. However, notwithstanding anything to the contrary in this Agreement, this Section 11.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or Governmental Order.
(d)In furtherance of Reinsurer’s obligation under paragraph (b) to process all Non-Public Personal Information on behalf of Ceding Company in a manner compliant with applicable Laws, Reinsurer shall establish and maintain an information security program comprised of administrative, technical, and physical safeguards reasonably designed and properly implemented to protect the confidentiality, integrity, and reliability of Confidential and Non-Public Personal Information. [***]
(e)In the event that Reinsurer becomes aware of or has significant evidence to suggest that Non-Public Personal Information collected, created, or otherwise processed in connection with this Agreement has been subject to unauthorized disclosure, access, acquisition, or use (“Security Incident”), Reinsurer shall notify the Ceding Company in writing to [***] (with a copy to the Ceding Company pursuant to Section 11.2) within [***] of such discovery, regardless of whether such unauthorized disclosure, access, acquisition, or use was the result of malicious behavior or inadvertence. Within [***] Business Days of notification of a Security Incident, Reinsurer shall provide to the Ceding Company the following information, to the best of Reinsurer’s knowledge at the time: (i) the nature of the Security Incident; (ii) the information affected; (iii) the identity of the person(s) or entity(ies) who received the unauthorized disclosure or made the unauthorized access, acquisition, or use; (iv) what corrective action the Reinsurer took or will take to prevent further Security Incidents; (v) what Reinsurer did or will do to mitigate any deleterious effect of the Security Incident; and (vi) such other information as the Ceding Company may reasonably request. Reinsurer shall cooperate with Ceding Company in every reasonable way to investigate the Security Incident and shall terminate any unauthorized access to affected Non-Public Personal Information, remediate the Security Incident and take steps to prevent the reoccurrence thereof. Where applicable, Reinsurer shall provide reasonable assistance to Ceding Company to regain possession of the affected Non-Public Personal Information. Reinsurer shall reasonably cooperate with Ceding Company in the conduct of any investigation of, or litigation involving, third parties related to the Security Incident. Reinsurer shall discharge all responsibilities set forth in this paragraph at its own expense. Notwithstanding anything in this Agreement (including this Section 11.15(e) and Section 9.1(iii)) to the contrary, the Reinsurer's aggregate Liability for all Security Incidents shall not exceed $[***].
(f)As needed to comply with applicable Laws concerning the processing of Non-Public Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent required by Law to comply with any such applicable Laws applicable to the Parties.
(g)The Parties agree that the breach, or threatened breach, of any of the confidentiality provisions of this Agreement may cause irreparable harm without adequate remedy at law. Upon any such breach, the disclosing Party will be entitled to seek injunctive relief to prevent the receiving Party from commencing or continuing any action constituting such breach,
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without having to post a bond or other security and without having to prove the inadequacy of other available remedies.
Section 19.16.Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof.
Section 19.17.Sanctions. Notwithstanding other provisions of this Agreement, no Party shall be deemed to provide any part of any cover and no Party shall be liable to pay any part of any premium, claim or provide any part of any benefit hereunder solely to the extent that such portion of the provision of such cover or benefit, or the payment of such premium or claim, would violate any Laws prohibiting the provision of such cover or benefit or the payment of such premium or claim applicable to such Party including without limitation economic sanctions law or regulation applicable to either Party, its controlling entity, or its parent company.
[The rest of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the day and year first above written.
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
By:    /s/ Robin M. Raju
    Name: Robin M. Raju
    Title: Chief Financial Officer
RGA REINSURANCE COMPANY
By:    /s/ Ronald Herrmann
Name: Ronald Herrmann
Title: President & Chief Executive Officer and Executive Vice President, Head of RGA Americas

[Signature Page to EFLOA Coinsurance and Modified Coinsurance Agreement]
EX-31.1 6 eqh-09302025exhibit311.htm EX-31.1 Document
Exhibit 31.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Pearson, President and Chief Executive Officer of Equitable Holdings, Inc., certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: November 7, 2025

/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer
EX-31.2 7 eqh-09302025exhibit312.htm EX-31.2 Document
Exhibit 31.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robin M. Raju, Chief Financial Officer of Equitable Holdings, Inc., certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: November 7, 2025

/s/ Robin M. Raju
Robin M. Raju
Chief Financial Officer
EX-32.1 8 eqh-09302025exhibit321.htm EX-32.1 Document
Exhibit 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Pearson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025

/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer
EX-32.2 9 eqh-09302025exhibit322.htm EX-32.2 Document
Exhibit 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robin M. Raju, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025

/s/ Robin M. Raju
Robin M. Raju
Chief Financial Officer