EX-4.6



 Exhibit 4.6 

EXECUTION VERSION 
  

 
  

SECOND SUPPLEMENTAL INDENTURE 

among 
 AXA EQUITABLE
HOLDINGS, INC., 
 ISSUER, 

WILMINGTON SAVINGS FUND SOCIETY, FSB, 

TRUSTEE 
 AND 

CITIBANK, N.A.,  
 PAYING
AGENT, SECURITY REGISTRAR AND CALCULATION AGENT 
 DATED AS OF APRIL 20, 2018 

4.350% SENIOR NOTES DUE 2028 
  

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I

NOTES
	  
  

	 SECTION 1.01
	 	 Definitions
	  	 	2	 
	 SECTION 1.02
	 	 Establishment
	  	 	4	 
	 SECTION 1.03
	 	 Payment of Principal and Interest
	  	 	4	 
	 SECTION 1.04
	 	 Global Securities
	  	 	6	 
	 SECTION 1.05
	 	 Transfer and Exchange
	  	 	7	 
	 SECTION 1.06
	 	 Restricted Legends
	  	 	8	 
	 SECTION 1.07
	 	 Exchange Offer
	  	 	9	 
	 SECTION 1.08
	 	 Defeasance
	  	 	9	 
	 SECTION 1.09
	 	 No Sinking Fund
	  	 	9	 
	 SECTION 1.10
	 	 Redemption at the Option of the Company
	  	 	10	 
	 SECTION 1.11
	 	 Reporting Covenant
	  	 	12	 
	 SECTION 1.12
	 	 Special Mandatory Redemption
	  	 	13	 
	 SECTION 1.13
	 	 Interest Rate Determination.
	  	 	14	 

  

					
	 ARTICLE II

MISCELLANEOUS PROVISIONS



 

							
	 SECTION 2.01
	 	 Notes Unaffected by Other Supplemental Indentures
	  	 	14	 
	 SECTION 2.02
	 	 Trustee Not Responsible for Recitals
	  	 	14	 
	 SECTION 2.03
	 	 Ratification and Incorporation of Base Indenture
	  	 	14	 
	 SECTION 2.04
	 	 Governing Law
	  	 	14	 
	 SECTION 2.05
	 	 Separability
	  	 	14	 
	 SECTION 2.06
	 	 Executed in Counterparts
	  	 	14	 

 EXHIBITS 
  

			
	Exhibit A	  	Form of Notes
		
	Exhibit B	  	Form of Rule 144A Certificate
		
	Exhibit C	  	Form of Regulation S Certificate
		
	Exhibit D	  	Restricted Legends
		
	Exhibit E	  	Temporary Regulation S Legend


  
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 SECOND SUPPLEMENTAL INDENTURE, dated as of April 20, 2018 (this “Second Supplemental
Indenture”), among AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”), Wilmington Savings Fund Society, FSB, duly organized and existing under the laws of the United States of America, not in
its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), and Citibank, N.A., as paying agent, security registrar and calculation agent (the
“Agent”), supplementing the Indenture, dated as of April 20, 2018 (the “Base Indenture”), among the Company, the Trustee and the Agent. 

RECITALS 

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s senior
debt securities (the “Securities”), to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture; 

WHEREAS, pursuant to the terms of the Base Indenture and this Second Supplemental Indenture (together, the “Indenture”),
the Company has duly authorized the creation and issuance of $1,500,000,000 principal amount of its 4.350% Senior Notes due 2028 (the “Notes”), the form and substance of such Notes, and the terms, provisions and
conditions thereof to be set forth herein as provided in the Indenture; 
 WHEREAS, the Company has requested that the Trustee, in respect
to the Notes, execute and deliver this Second Supplemental Indenture in such capacity; and 
 WHEREAS, all requirements necessary to make
this Second Supplemental Indenture a valid instrument in accordance with its terms and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or an Authenticating Agent, the valid obligations of the Company,
have been done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects; 

NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as follows: 

  
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 ARTICLE I 

NOTES 

SECTION 1.01 Definitions. 

Unless the context otherwise requires or unless otherwise set forth herein: 

(a) a term not defined herein that is defined in the Base Indenture, has the same meaning when used in this Second Supplemental Indenture; 

(b) the definition of any term in this Second Supplemental Indenture that is also defined in the Base Indenture, shall for the purposes of this
Second Supplemental Indenture supersede the definition of such term in the Base Indenture; 
 (c) a term defined anywhere in this Second
Supplemental Indenture has the same meaning throughout; 
 (d) the definition of a term in this Second Supplemental Indenture is not intended
to have any effect on the meaning or definition of an identical term that is defined in the Base Indenture insofar as the use or effect of such term in the Base Indenture, as previously defined, is concerned; 

(e) the singular includes the plural and vice versa; 

(f) headings are for convenience of reference only and do not affect interpretation; and 

(g) the following terms have the meanings given to them in this Section 1.01(g): 

“Additional Interest” means all additional interest then owing pursuant to Section 4 of the Registration Rights
Agreement. 
 “Exchange Notes” means notes issued by the Company hereunder containing terms identical to the Original Notes
(except (i) that interest thereon shall accrue from the last date on which interest was paid on the Original Notes or, if no such interest has been paid, from the Original Issue Date, (ii) that the legend or legends relating to
transferability and other related matters set forth on the Original Notes, including the Restricted Legend, shall be removed or appropriately altered and (iii) as otherwise set forth herein), to be offered to holders of Original Notes in
exchange for Exchange Notes pursuant to the Exchange Offer. 
 “Exchange Offer” means a Registered Exchange Offer as
defined in the Registration Rights Agreement. 
 “Initial Purchasers” means the several initial purchasers listed in
Schedule I of the Purchase Agreement, dated April 17, 2018, between the Company and Representatives. 
 “Interest Payment
Date” shall mean April 20 and October 20 of each year, commencing October 20, 2018. 

  
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 “Notes” means the Original Notes and the Exchange Notes, if any, that are issued
under this Indenture, as amended or supplemented from time to time. 
 “Original Issue Date” means April 20,
2018. 
 “Original Notes” means the Company’s 4.350% Senior Notes due 2028. 

“Par Call Date” means January 20, 2028. 

“Qualifying IPO” means the initial public offering of shares of common stock of the Company as set forth in the Registration
Statement on Form S-1 (File No. 333-221521) describing AXA S.A.’s plans to offer and sell shares of the Company’s common stock in an initial public
offering of at least 10 percent of the outstanding shares of common stock of the Company. 
 “Redemption Date”
means the date fixed for the redemption of the Notes by or pursuant to the Indenture. 
 “Registration Rights
Agreement” means the Registration Rights Agreement, dated as of the Original Issue Date, between the Company and the Representatives. 

“Regular Record Date” means with respect to each Interest Payment Date, the close of business on the preceding
April 5 or October 5, as the case may be (whether or not a Business Day). 
 “Regulation S” means Regulation S as
promulgated under the Securities Act. 
 “Representatives” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC, acting as representatives of the several initial purchasers under the Purchase Agreement, dated April 17, 2018, between the Company and Representatives. 

“Restricted Legend” means the legend set forth in Exhibit D. 

“Rule 144” means Rule 144 promulgated by the SEC under the Securities Act, or any successor provision. 

“Rule 144A” means Rule 144A promulgated under the Securities Act or any successor provision. 

“Special Mandatory Redemption Date” means the tenth business day following March 31, 2019; provided that a
Qualifying IPO has not occurred on or prior to March 31, 2019. 
 “Stated Maturity” means April 20, 2028.


  
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 “Temporary Regulation S Legend” means the legend set forth in Exhibit E. 

SECTION 1.02 Establishment. 

(a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s
“4.350% Senior Notes due 2028”. 
 (b) There are to be authenticated and delivered the Notes, initially limited in aggregate
principal amount to $1,500,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Base Indenture; provided, however, that the aggregate principal
amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if
applicable, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form.

 (c) The Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities, registered in the name of the
Depositary (as defined below) or its nominee. Each Original Note and each Exchange Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set forth in Exhibit A
hereto. The depositary with respect to the Notes shall be The Depository Trust Company (the “Depositary”). 
 (d) Each Note
shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 

SECTION 1.03 Payment of Principal and Interest. 

(a) The principal of the Notes shall be due at the Stated Maturity. The unpaid principal amount of the Notes shall bear interest at the rate of
4.350% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on October 20, 2018, to the Person in whose name the Notes are registered on the Regular Record Date for
such Interest Payment Date; provided that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will
forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Base Indenture. 

(b) Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments
for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. 

  
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 (c) If any date on which interest is payable on the Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. 

(d) The Agent is hereby designated as Paying Agent for the Notes and all payments of the principal of, and premium, if any, and interest due on
the Notes at the Stated Maturity or upon redemption will be made upon surrender of the Notes at the Corporate Trust Office of the Trustee in Wilmington, Delaware or of the Paying Agent in the Borough of Manhattan, The City of New York. 

(e) The principal of, and premium, if any, and interest due on the Notes shall be paid in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) and Additional Interest will be made, subject to such surrender where applicable and subject,
in the case of a Global Security, to the Trustee’s or Paying Agent’s arrangements with the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register, or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Trustee and Paying Agent at least 15 days prior to the
date for payment by the Person entitled thereto. 
 (f) Pursuant to the Registration Rights Agreement, the Company will be obligated upon the
occurrence of certain events to consummate an exchange offer pursuant to which the holders of the Original Notes shall have the right to exchange the Original Notes for the Exchange Notes, which have been registered under the Securities Act, in like
principal amount and having terms identical in all material respects as the Original Notes. Holders will be entitled to the payment of Additional Interest at a rate of 0.25% per annum (which rate shall increase by an additional 0.25% per annum for
each subsequent 90-day period that such additional interest continues to accrue, up to a maximum of 0.50% per annum on the Notes) in the event such exchange offer is not consummated and upon certain other
conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. The Company shall give the Trustee and the Paying Agent written notice of any Additional Interest that begins to accrue on the Notes as a result of
this Section 1.03(f). The Trustee or the Agents shall not be responsible for knowing the terms of, or monitoring, the Registration Rights Agreement. 

  
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 SECTION 1.04 Global Securities. 

(a) Except under the limited circumstances described below, Notes represented by Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or to a successor Depositary or its nominee. 
 (b) Except as otherwise provided in this Second Supplemental Indenture, owners of
beneficial interests in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination
and to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Securities shall be exercised only through the Depositary. 

(c) A Global Security shall be exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided in
the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Notes or if at any time the Depositary shall no longer be registered or in good standing as a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depositary is required to be so registered and
the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be or (ii) subject to
the procedures of the Depositary, the Company in its sole discretion determines that the Notes shall be exchangeable for Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the
Company providing that the Notes shall be so exchangeable, the Notes shall be exchangeable for Notes in definitive registered form; provided that the definitive Notes so issued in exchange for the Notes shall be in denominations of
$2,000 and any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Notes will not be
entitled to have Notes registered in their names, will not receive or be entitled to physical delivery of Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company,
the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Notes, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to this Section 1.04(c) shall be exchangeable for Notes registered in such names as the Depositary shall direct. 

  
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 SECTION 1.05 Transfer and Exchange. 

(a) The Agent is hereby designated as Security Registrar for the Notes. No service charge will be made for any registration of transfer or
exchange of Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. 

(b) The transfer or exchange of any Notes (or a beneficial interest therein) may only be made in accordance with this Section 1.05 and, in
the case of a Global Security (or a beneficial interest therein), Section 1.04 and the applicable rules and procedures of the Depositary. The Security Registrar shall refuse to register any requested transfer or exchange that does not comply
with the preceding sentence. 
 (c) The Company or the Security Registrar shall not be required to effect any transfer (other than to the
Company or The Depository Trust Company or its nominee) of any individual Security on the Security Registrar unless (i) it receives a certificate substantially in the form of the Rule 144A Certificate duly executed by the holder or his
attorney duly authorized in writing, (ii) it receives a certificate substantially in the form of the Regulation S Certificate duly executed by the holder or his attorney duly authorized in writing or (iii) any other exemption
from the registration requirements under the Securities Act is available and, in each case, the Company or the Trustee or the Agent receives such documentation, including opinions of counsel, requested by the Company, the Trustee or the Agent in
order to confirm compliance with the transfer restrictions set forth herein; provided that, if the requested transfer or exchange is made by the registered holder of an individual Security that does not bear the Restricted Legend or Temporary
Regulation S Legend, then no certification is required. In the event that a Global Security or an individual Security that does not bear the Restricted Legend or Temporary Regulation S Legend is surrendered for transfer or exchange, upon transfer or
exchange the Trustee or the Agent shall deliver an individual Security that does not bear the Restricted Legend or Temporary Regulation S Legend. 

(d) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is
eligible for resale pursuant to Rule 144 without being subject to any conditions as provided in Rule 144; provided that the Company has provided the Trustee or the Agents with an Officers’ Certificate to that effect, and the Company may
require from any Person requesting a transfer or exchange in reliance upon this clause an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate. Any individual Security delivered in reliance
upon this paragraph will not bear the Restricted Legend or Temporary Regulation S Legend. 

  
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 (e) The Trustee or the Agents will retain copies of all certificates, opinions and other
documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee or the
Agents. 
 (f) The Trustee or the Agents shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Second Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of
interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Second Supplemental Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 (g) Notwithstanding the
foregoing, through the 40-day distribution compliance period as defined in Regulation S, a beneficial interest in a Global Security issued in reliance on Regulation S may be held only through designated
members of, or participants in, the Depositary holding on behalf of Euroclear Bank SA/NV or Clearstream Banking, S.A. 
 SECTION 1.06
Restricted Legends. 
 (a) Except as otherwise provided in paragraph (d) of this Section 1.06, Section 1.04(a),
Section 1.05(c) or Section 1.05(d), each Note shall bear the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the
Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged as
provided in Section 1.05, for one or more permanent Global Securities. 
 (b) The Notes shall initially be issued in the form of one or
more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as
modified hereby. 
 (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may
reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that
subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee or the Agents in an Officers’ Certificate to cancel the Note and issue


  
 8 








 
to the holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the registered holder thereof (or its transferee), that does not
bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee or the Agents will comply with such instruction. 
 (d) By its
acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on
transfer of such Note (and any such beneficial interest) set forth in this Second Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest)
only in accordance with this Second Supplemental Indenture and such legend. 
 SECTION 1.07 Exchange Offer. 

Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an
authentication order, the Trustee or an Authenticating Agent shall authenticate (i) one or more Global Securities without the Restricted Legend or the Temporary Regulation S Legend in an aggregate principal amount equal to the principal
amount of the beneficial interests in the Global Securities with the Restricted Legend or Temporary Regulation S Legend accepted for exchange in the Exchange Offer and (ii) definitive Notes without the Restricted Legend or Temporary
Regulation S Legend in an aggregate principal amount equal to the principal amount of the definitive Notes with the Restricted Legend or Temporary Regulations S Legend accepted for exchange in the Exchange Offer. Concurrently with the issuance of
such Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Securities with the Restricted Legend or Temporary Regulation S Legend to be reduced accordingly. Any Original Notes that remain outstanding after the
consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class of Notes under this Indenture. 

SECTION 1.08 Defeasance. 

The provisions of Sections 13.02 and 13.03 of the Base Indenture will apply to the Notes. An election by the Company to defease the Notes may
be evidenced by a Certificate. 
 SECTION 1.09 No Sinking Fund. 

The Notes shall not be entitled to any sinking fund. 

  
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 SECTION 1.10 Redemption at the Option of the Company. 

(a) At any time and from time to time prior to the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or in
part, at a redemption price equal to the greater of 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date and the Make-Whole Redemption Amount (as defined below). 

(b) At any time and from time to time on or after the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or in
part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

“Make-Whole Redemption Amount” means the sum, as calculated by the Premium Calculation Agent, of the present values of the
remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), as if they were redeemed on the Par Call Date, discounted from their
respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
25 basis points, plus accrued and unpaid interest thereon to, but excluding, such Redemption Date. 
 For purposes of the preceding
definition: 
 (i) “Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date. 

(ii) “Premium Calculation Agent” means an investment banking institution of national standing appointed
by the Company. 
 (iii) “Comparable Treasury Issue” means, with respect to any Redemption Date, the
U.S. Treasury security selected by the Premium Calculation Agent as having a maturity or interpolated maturity (on a day-count basis) comparable to the term remaining from such Redemption Date to the Par Call
Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. 

  
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 (iv) “Comparable Treasury Price” means, with respect to
any Redemption Date, (1) the average of five applicable Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Premium
Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 

(v) “Reference Treasury Dealers” means each of (1) Citigroup Global Markets Inc., J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States of America (a
“Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company.

 (vi) “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask prices for the applicable Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the
Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

(c) Notice of any redemption will be mailed (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with
The Depositary Trust Company’s standard procedures therefor) at least 30 days (unless the trustee agrees to a shorter period) but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. Unless the Company
defaults in payment of the redemption price, on or after the Redemption Date, interest will cease to accrue on the Notes called for redemption and all rights under such Notes will terminate. 

(d) Notwithstanding Section 3.02 of the Base Indenture, the notice of redemption with respect to any redemption pursuant to
Section 3.01 need not set forth the Redemption Price but only the manner of calculation thereof as described above. 
 (e) The Company
shall notify the Trustee and the Agents of the Redemption Price with respect to any redemption pursuant to Section 3.01 promptly after the calculation thereof. The Trustee and the Agents shall not be responsible for calculating said Redemption
Price. 
 (f) If less than all of the Notes are to be redeemed, the Notes or portions of the Notes to be redeemed shall be selected in
accordance with the procedures of the Depositary. Such Notes may be selected in amounts of $2,000 and integral multiples of $1,000 in excess thereof (provided that the unredeemed portion of any Note to be 

  
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redeemed in part will not be less than $2,000), and the Trustee or the Security Registrar shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole
or in part; provided that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor. 

SECTION 1.11 Reporting Covenant 

(a) Unless the Company has filed the financial statements referred to in (i) and (ii) below with the Commission in accordance with
Section 1.11(b), the Company shall post on its public website and, within 15 days after the Company posts such financial statements or reports on its public website, to make available to the Trustee and to the holders of the Notes, without cost
to any holder: 
 (i) Within 110 days after the end of each fiscal year, the Company’s audited annual financial
statements, together with the related report of the Company’s independent auditors thereon, prepared in accordance with the requirements that would be applicable to such audited annual financial statements if appearing in an annual report on
Form 10-K filed by the Company as a non-accelerated filer (within the meaning of Rule 12b-2 under the Exchange Act) subject to
the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, or any successor or comparable form; and 

(ii) Within 55 days after the end of each of the first three fiscal quarters of each fiscal year (beginning with the fiscal
quarter ending June 30, 2018), the Company’s unaudited interim financial statements, prepared in accordance with the requirements that would be applicable to such unaudited interim financial statements if appearing in a quarterly report on
Form 10-Q filed by the Company as a non-accelerated filer (within the meaning of Rule 12b-2 under the Exchange Act) subject to
the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, or any successor or comparable form. 
 (b) For so
long as the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall file with the Trustee and make available to the holders of the Securities (without exhibits), without cost
to any holder, copies of all documents that the Company files with, or furnishes to, the Commission under the Exchange Act, within 15 days after the Company files them with, or furnishes them to, the Commission. Any such documents that are publicly
available through the EDGAR system of the Commission (or any successor system) shall be deemed to have been filed with the Trustee and made available to holders in accordance with the Company’s obligations under this Section 1.11. If at
any time the Company is not subject to Section 13 or Section 15(d) of the Exchange Act, and to the extent not satisfied by the foregoing, Holdings will make available to the holders of the Securities and to prospective investors, for so
long as any Securities are outstanding, in accordance with the rules and regulations prescribed from time to time by the Commission, such information as may be required pursuant to Rule 144A(d)(4) of the Securities Act. 

  
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 (c) Delivery of such reports, statements, information and documents to the Trustee shall be for
informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of the covenants contained in this Indenture (as to which the Trustee will be entitled to conclusively rely upon an Officers’ Certificate). 

SECTION 1.12 Special Mandatory Redemption. 

(a) If the consummation of a Qualifying IPO has not occurred on or prior to March 31, 2019, the Company shall redeem the Notes on the
Special Mandatory Redemption Date, in whole, at 101% of the then-outstanding aggregate principal amount of the Notes together with accrued and unpaid interest on the Notes from the Original Issue Date or the
last date on which interest has been paid to, but excluding, the Special Mandatory Redemption Date. 
 (b) Notwithstanding the Special
Mandatory Redemption Date, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or before the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered holders of
Notes as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. 
 (c) The Company
shall cause a notice of the Special Mandatory Redemption to be sent, with a copy to the Trustee or the Agents, not later than five Business Days after March 31, 2019 to each holder of the Notes at its registered address (or, if the Notes are
represented by one or more Global Securities, transmitted in accordance with the Depositary’s standard procedures therefor). The notice shall specify the Special Mandatory Redemption Date. Unless the Company defaults on the payment of the
Special Mandatory Redemption Price with respect to the Notes outstanding on the Special Mandatory Redemption Date, on and after such date, interest will cease to accrue on the Notes and all rights under the Notes will terminate. 

ARTICLE II 

MISCELLANEOUS PROVISIONS 

This Second Supplemental Indenture will become effective upon its execution and delivery. 

  
 13 








 SECTION 2.01 Notes Unaffected by Other Supplemental Indentures. 

To the extent the terms of the Base Indenture are amended as provided herein, no such amendment shall in any way affect the terms of any other
supplemental indenture or any other series of Securities. This Second Supplemental Indenture shall relate and apply solely to the Notes. 

SECTION 2.02 Trustee Not Responsible for Recitals. 

The recitals herein contained are made by the Company and not by the Trustee or the Agents, and neither the Trustee nor the Agents assume any
responsibility for the correctness thereof. Neither the Trustee nor the Agents make any representation as to the validity or sufficiency of this Second Supplemental Indenture or the Notes. 

SECTION 2.03 Ratification and Incorporation of Base Indenture. 

As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental
Indenture shall be read, taken and construed as one and the same instrument. 
 SECTION 2.04 Governing Law. 

THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 2.05 Separability. 

In case any one or more of the provisions contained in this Second Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the Notes, but this Second Supplemental Indenture and the Notes shall
be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 
 SECTION 2.06
Executed in Counterparts. 
 This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the same instrument. 

  
 14 








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

 

					
	AXA EQUITABLE HOLDINGS, INC.,
	as Issuer
		
	        By:	 	 /s/ Anders B. Malmström.

		 	Name:	 	Anders B. Malmström
		 	 Title:
	 	 Senior Executive Vice
 President and Chief
Financial Officer




  
 [Second Supplemental
Indenture] 








 
			
	WILMINGTON SAVINGS FUND SOCIETY, FSB, not in its individual capacity but solely in its capacity as Trustee
		
	By:	 	 /s/ Raye D. Goldsborough

		 	Name: Raye D. Goldsborough
		 	Title: Assistant Vice President



  
 [Second Supplemental
Indenture] 








 
			
	CITIBANK, N.A.,
	 as Paying Agent, Security Registrar and

Calculation Agent

		
	By:	 	 /s/ Jennifer McCourt

		 	Name: Jennifer McCourt
		 	Title: Senior Trust Officer



  
 [Second Supplemental
Indenture] 








 EXHIBIT A 

(FORM OF 4.350% SENIOR NOTES DUE 2028) 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO AXA EQUITABLE HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.04 OF THE SECOND SUPPLEMENTAL INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART,
ONLY TO DTC, TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
  

			
	No. [●]	  	 CUSIP No.: 054561AG01 / U0507EAC82
 ISIN No.: US054561AG003 / USU0507EAC854


 AXA EQUITABLE HOLDINGS, INC. 

Global Certificate initially representing 

$[•] aggregate principal amount of 

4.350% Senior Notes due 2028 
  

			
	Regular Record Date:	  	With respect to each Interest Payment Date, the close of business on the preceding April 5 or October 5, as the case may be (whether or not a Business Day).
		
	Original Issue Date:	  	April 20, 2018

  

	1 	For 144A Notes 


	2 	For Reg S Notes 


	3 	For 144A Notes 


	4 	For Reg S Notes 


  
 A-1 








 EXHIBIT A 
  

			
	Stated Maturity:	  	April 20, 2028
		
	Interest Payment Dates:	  	April 20 and October 20 of each year, commencing October 20, 2018
		
	Interest Rate:	  	4.350% per year
		
	Authorized Denomination:	  	$2,000 and any integral multiple of $1,000 in excess thereof

 This Global Certificate is in respect of a duly authorized issue of 4.350% Senior Notes due 2028 (the
“Notes”) of AXA Equitable Holdings, Inc., a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof). The Company, for value
received, hereby promises to pay to Cede & Co., or registered assigns, the amount of principal of the Notes represented by this Global Certificate on the Stated Maturity shown above, and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing October 20, 2018, and on the Stated Maturity
at the Interest Rate per year shown above until the principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment of interest at such rate to the extent permitted by law. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity or any Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date, provided that any interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to
whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Base Indenture.

 Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments
for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on
this Note is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. 

  
 A-2 








 EXHIBIT A 

The holder of this Note is entitled to the benefits of the Registration Rights Agreement. Additional Interest will be payable in cash
semi-annually on April 20 and October 20 of each year, or if any such date is not a Business Day, on the next succeeding Business Day. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of Additional Interest, if any, hereon from time to time on demand at the same rate to the extent lawful. 

Payment of the principal of, and premium, if any, and interest due on this Note at the Stated Maturity or upon redemption will be made upon
surrender of this Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York. The principal of, and premium, if any, and interest due on this Note shall be paid in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and subject to the
Trustee’s arrangements with the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place
and to such account at a banking institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto. 

The Notes will be unsecured obligations of the Company and will rank equally in right of payment with all of the Company’s existing and
future unsecured and unsubordinated indebtedness. The Notes will rank senior to any subordinated indebtedness of the Company. 
 REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 

Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-3 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	AXA EQUITABLE HOLDINGS, INC.
		
	By:	 	  



 
			
	Name:	 	
	Title:	 	



  
 A-1 








 CERTIFICATE OF AUTHENTICATION 

This is one of the Notes referred to in the within mentioned Indenture. 

 

			
	 CITIBANK, N.A., 

as the Authentication Agent

		
	By:	 	              

		 	Authorized Signatory


 Dated: 

  
 A-2 








 (Reverse of Note) 

4.350% Senior Notes due 2028 
 1.
This Note is one of a duly authorized issue of senior debt securities of the Company (the “Securities”) issued and issuable in one or more series under an Indenture dated as of April 20, 2018 (the “Base
Indenture”), as supplemented by the Second Supplemental Indenture, dated as of April 20, 2018 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), among the
Company, Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and Citibank, N.A., as paying agent and security registrar (the “Agent), to which the Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes issued thereunder and of the terms upon which said Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof as the 4.350% Senior Notes due 2028, initially limited in aggregate principal amount of $1,500,000,000; provided, however, that (subject to the
provisions of the Second Supplemental Indenture) the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as
the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Notes shall have occurred and be continuing.
Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 
 2. This Note
is exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided herein and in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Note or if at any time the Depositary shall no longer be registered or in good standing as a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, at such time as the Depositary is required to be so registered and the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90
days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Notes or (iii) subject to the
procedures of the Depositary, the Company in its sole discretion determines that this Note shall be exchangeable for Notes in definitive registered form and executes and delivers to the Security Registrar a written order of the Company providing
that this Note shall be so exchangeable, this Note shall be exchangeable for Notes in definitive registered form, provided that the definitive Notes so issued in exchange for this Note shall be in denominations of $2,000 and integral multiples of
$1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this Note to be exchanged. Except 

  
 A-3 








 
as provided above or in the Second Supplemental Indenture, owners of beneficial interests in this Note will not be entitled to have Notes registered in their names, will not receive or be
entitled to physical delivery of Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, the Paying Agent nor the Security Registrar shall have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in this Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests. 
 3. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 
 4. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities under the Indenture at any time by the Company and the Trustee with the
consent of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note. 
 5. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company pursuant to this Note and (b) restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions
apply to this Note. 
 6. (a) At any time and from time to time prior to January 20, 2028 (the “Par Call Date”), the
Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the
Redemption Date and the Make-Whole Redemption Amount (as defined below). 
 (b) At any time and from time to time on or after the Par Call
Date, the Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption
Date. 

  
 A-4 








 “Make-Whole Redemption Amount” means the sum, as calculated by the Premium
Calculation Agent, of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), as if they were
redeemed on the Par Call Date, discounted from their respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to, but excluding, such Redemption Date. 

For purposes of the preceding definition: 

(i) “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date. 
 (ii)
“Premium Calculation Agent” means an investment banking institution of national standing appointed by the Company. 

(iii) “Comparable Treasury Issue” means, with respect to any Redemption Date, the U.S. Treasury
security selected by the Premium Calculation Agent as having a maturity or interpolated maturity (on a day-count basis) comparable to the term remaining from such Redemption Date to the Par Call Date (the
“Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. 

(iv) “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the
average of five applicable Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations. 
 (v) “Reference Treasury
Dealers” means each of (1) Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, and their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in the United States of America (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary
Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company. 

  
 A-5 








 (vi) “Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask prices for the applicable Comparable Treasury Issue (expressed, in each case, as a percentage of its
principal amount) quoted in writing to the Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

(c) Notice of any redemption will be mailed (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with
The Depositary Trust Company’s (“DTC”) standard procedures therefor) at least 30 days (unless the trustee agrees to a shorter period) but not more than 60 days before the Redemption Date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on or after the Redemption Date, interest will cease to accrue on the Notes called for redemption and all rights under such Notes will terminate. 

(d) The notice of redemption need not set forth the Redemption Price but only the manner of calculation thereof as described above. 

7. (a) If the consummation of a Qualifying IPO has not occurred on or prior to March 31, 2019, the Company shall redeem the Notes on the
Special Mandatory Redemption Date, in whole, at 101% of the then-outstanding aggregate principal amount of the Notes together with accrued and unpaid interest on the Notes from the Original Issue Date or the
last date on which interest has been paid to, but excluding, the Special Mandatory Redemption Date. 
 (b) Notwithstanding the Special
Mandatory Redemption Date, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or before the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered holders of
Notes as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. 
 (c) The Company
shall cause a notice of the Special Mandatory Redemption to be sent, with a copy to the Trustee and the Agents, not later than five Business Days after March 31, 2019 to each holder of the Notes at its registered address (or, if the Notes are
represented by one or more Global Securities, transmitted in accordance with the Depositary’s standard procedures therefor). The notice shall specify the Special Mandatory Redemption Date. Unless the Company defaults on the payment of the
Special Mandatory Redemption Price with respect to the Notes outstanding on the Special Mandatory Redemption Date, on and after such date, interest will cease to accrue on the Notes and all rights under the Notes will terminate. 

  
 A-6 








 8. The Company shall be responsible for calculating the Redemption Price with respect to any
redemption occurring prior to the Par Call Date. 
 9. If less than all of the Notes are to be redeemed, the Trustee shall select the Notes
or portions of Notes to be redeemed in accordance with the procedures of DTC. The Trustee may select for redemption Notes and portions of Notes in amounts of $2,000 and integral multiples of $1,000 in excess thereof (provided that the unredeemed
portion of any Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company and the Agents in writing of the numbers of Notes to be redeemed, in whole or in part; provided that if the Notes are
represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor. 

10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if any, and interest due on this Note at the time, place and rate, and in the coin or currency, herein prescribed. 

11. (a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company or the
Security Registrar and duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and of like tenor and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith. 
 (b) Prior to due presentment of this Note for registration of transfer, the Company, the Trustee, the Paying Agent and the
Security Registrar of the Company or the Trustee may deem and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes (subject to Section 1.03(a) of the Second Supplement Indenture), whether or not
this Note be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar, and neither the Company nor the Trustee nor the Paying Agent nor the Security Registrar shall be affected by notice
to the contrary. Except as provided in Section 1.03(a) of the Second Supplemental Indenture, all payments of the principal of and premium, if any, and interest due on this Note made to or upon the order of the registered holder hereof shall, to
the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Note. 

  
 A-7 








 (c) The Notes are issuable only in registered form without coupons in denominations of $2,000, or
any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as
requested by the holder surrendering the same upon surrender of the Note or Notes to be exchanged at the office or agency of the Company. 

12. No recourse shall be had for payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

 13. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF NEW YORK. 
 14. [Pursuant to the Registration Rights Agreement, the
Company will be obligated upon the occurrence of certain events to consummate the Exchange Offer pursuant to which the holder of this Note shall have the right to exchange this Original Note for the Company’s Exchange Notes, which have been
registered under the Securities Act, in like principal amount and having terms identical in all material respects as the Original Notes. The holders of this Note shall be entitled to receive Additional Interest in the event such Exchange Offer is
not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.]5 

 

	5 	To be included in any Original Note. 


  
 A-8 








 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations: 
  

					
	TEN COM	  	- as tenants in common	  	 UNIF GIFT MIN ACT—Custodian under
 Uniform
Gift to Minors Act

		  		  	(State)
	TEN ENT	  	- as tenants by the entireties
	JT TEN	  	- as joint tenants with right of survivorship and not as tenants in common.

 Additional abbreviations may also be used though not on the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

 
  

 
  

 
 (please insert Social Security or other
identifying number of assignee) 
 the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 
  
  

 
  

 
 agent to transfer said Note on the books of the
Company, with full power of substitution in the premises. 
  

			
	Dated:
                                         
               	  	  

		  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.


  
 A-9 








 EXHIBIT B 

Rule 144A Certificate 

                       
 ,              

Wilmington Savings Fund Society, FSB 
 WSFS Bank Center 

500 Delaware Avenue, 11th Floor 
 Wilmington, Delaware 19801-7411

 Attention: Global Capital Markets, Raye D. Goldsborough 

Citibank, N.A. 
 388 Greenwich Street, 6th Floor 
 New York, NY 10013 

Attention: AXA Equitable Holdings, Inc. 
  

			
	        Re:	  	 AXA Equitable Holdings, Inc. (the “Company”)

4.350% Senior Notes due 2028 (the “Notes”)


 Reference is made to the Indenture, dated as of April 20, 2018 (the “Base Indenture”),
as amended and supplemented by the Second Supplemental Indenture, dated as of April 20, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), relating to the Notes. Terms
used herein and defined in the Indenture or in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. 

This certificate relates to U.S. $____________________ principal amount of Notes, which are evidenced by the following certificate(s) (the
“Specified Securities”): 
 CUSIP No.: 054561AG0 

CERTIFICATE No(s). _____________________ 

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that (i) it is the sole
registered holder of the Specified Securities, or (ii) it is acting on behalf of all the registered holders of the Specified Securities and is duly authorized by them to do so. Such registered holder or holders are referred to herein
collectively as the “Holder”. 
 The Holder has requested that the Specified Securities be transferred. In connection with such
transfer, the Holder hereby certifies that the transfer is being effected in accordance with Rule 144A under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Holder
hereby further certifies as follows: 

  
 B-1 









	 	1.	the Specified Securities are being transferred to a person that the Holder and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring
for its own account or for the account of a qualified institutional buyer; and 

  

	 	2.	the Holder and any person acting on its behalf have taken reasonable steps to ensure that such transferee of the Specified Securities is aware that the Holder may be relying on Rule 144A in connection with the transfer.


 This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

Date: _________________ 
  

			
	Very truly yours,
		
	By:	 	              

		 	Name:
		 	Title:
		 	Address:
	
	(If the Undersigned, as such term is defined in the third paragraph of this certificate, is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)



  
 B-2 








 EXHIBIT C 

FORM OF REGULATION S CERTIFICATE 

                       
     ,              

Wilmington Savings Fund Society, FSB 
 WSFS Bank Center 

500 Delaware Avenue, 11th Floor 
 Wilmington, Delaware 19801-7411

 Attention: Global Capital Markets, Raye D. Goldsborough 

Citibank, N.A. 
 388 Greenwich Street, 6th Floor 
 New York, NY 10013 

Attention: AXA Equitable Holdings, Inc. 
  

			
	        Re:	  	 AXA Equitable Holdings, Inc. (the “Company”)

4.350% Senior Notes due 2028 (the “Notes”)


 Dear Sirs: 
 In connection with
our proposed sale of $_________ aggregate principal amount at maturity of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we
represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 

(2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States; 
 (3) no directed selling efforts have been
made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and 

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933.

 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. 

 

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	              

		 	Authorized Signature



  
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 EXHIBIT D 

Restricted Legends 
 Each
Global Security offered and sold in reliance on Rule 144A or in an offshore transaction in reliance on Regulation S shall contain the following legend: 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A
NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR 

  
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TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS
SECURITY PURSUANT TO CLAUSE (B) ABOVE OR REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED
TO IN THIS PARAGRAPH. IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER HEREOF WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (AN “ERISA
PLAN”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 
 BY ITS ACQUISITION OF THIS SECURITY, EACH PURCHASER OF THIS SECURITY THAT IS USING
ASSETS OF ANY ERISA PLAN TO ACQUIRE OR HOLD THIS SECURITY WILL BE DEEMED TO REPRESENT THAT (i) NONE OF THE COMPANY, THE INITIAL PURCHASERS OR ANY OF THE COMPANY’S OR THEIR RESPECTIVE AFFILIATES HAS ACTED AS THE ERISA PLAN’S FIDUCIARY,
OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PURCHASER’S DECISION TO ACQUIRE, HOLD, SELL, EXCHANGE, VOTE OR PROVIDE ANY CONSENT WITH RESPECT TO THE SECURITIES AND NONE OF THE COMPANY, THE INITIAL PURCHASERS, AND ANY OF THE
COMPANY’S OR THEIR RESPECTIVE AFFILIATES SHALL AT ANY TIME BE 

  
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RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD, SELL, EXCHANGE, VOTE OR PROVIDE ANY CONSENT WITH RESPECT TO THE SECURITIES AND
(ii) THE DECISION TO INVEST IN THE SECURITIES HAS BEEN MADE AT THE RECOMMENDATION OR DIRECTION OF AN “INDEPENDENT FIDUCIARY” DESCRIBED IN U.S. CODE OF FEDERAL REGULATIONS 29 C.F.R. SECTION
2510.3-21(c)(1)(i), AS AMENDED FROM TIME TO TIME, WHO (A) IS INDEPENDENT OF THE COMPANY, THE INITIAL PURCHASERS AND THE COMPANY’S AND THEIR RESPECTIVE AFFILIATES; (B) IS CAPABLE OF EVALUATING
INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES; (C) IS A FIDUCIARY (UNDER ERISA AND/OR SECTION 4975 OF THE CODE) WITH RESPECT TO THE PURCHASER’S INVESTMENT IN THE
SECURITIES AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THE SECURITIES; AND (D) IS AWARE OF AND ACKNOWLEDGES THAT (I) NONE OF THE COMPANY, THE INITIAL PURCHASERS OR ANY OF THE COMPANY’S OR
THEIR RESPECTIVE AFFILIATES IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASER’S INVESTMENT IN THE SECURITIES, AND (II) THE INITIAL PURCHASERS AND THEIR
RESPECTIVE AFFILIATES HAVE A FINANCIAL INTEREST IN THE PURCHASER’S INVESTMENT IN THE SECURITIES ON ACCOUNT OF THE FEES AND OTHER REMUNERATION THE INITIAL PURCHASERS AND/OR THEIR RESPECTIVE AFFILIATES EXPECT TO RECEIVE IN CONNECTION WITH
TRANSACTIONS CONTEMPLATED HEREUNDER AND THAT IT HAS BEEN FAIRLY INFORMED OF THE EXISTENCE AND NATURE OF SUCH FINANCIAL INTERESTS. THE REPRESENTATIONS IN THIS PARAGRAPH ARE INTENDED TO COMPLY WITH THE DEPARTMENT OF LABOR’S REG. SECTIONS 29
C.F.R. 2510.3-21(a) AND (c)(1) AS PROMULGATED ON APRIL 8, 2016 (81 FED. REG. 20,997). IF THESE REGULATIONS ARE REVOKED, REPEALED OR NO LONGER EFFECTIVE, THESE REPRESENTATIONS SHALL BE DEEMED TO BE NO
LONGER IN EFFECT. 

  
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 EXHIBIT E 

Temporary Regulation S Legend 

Each Global Security offered and sold in an offshore transaction in reliance on Regulation S, as a temporary Global Security, shall also
initially bear the following legend on the face thereof: 
 BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S.
PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 

EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR
INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION
COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON RECEIPT BY THE TRUSTEE OF THE REGULATION S CERTIFICATE DULY EXECUTED BY THE HOLDER OR HIS ATTORNEY DULY AUTHORIZED IN WRITING.
DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE SOLD, PLEDGED OR TRANSFERRED TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON. 

  
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