Exchange Agreement

(a)EQH is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to enter into, deliver and perform its obligations under this Agreement.

(b)EQH or the applicable EQH Owner is the record and beneficial owner (as defined in Section 13d-3 adopted by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of the Exchange Units, which will be delivered free of liens, claims, charges, restrictions and other encumbrances of any nature whatsoever other than pursuant to the terms of the Amended and Restated Limited Partnership Agreement of AB Holding, as amended to date, and restrictions on transfer under applicable state and federal securities laws.

Section 3.2 Authorization of Agreement. EQH has full right, authority and power under its governing documents to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by EQH of this Agreement, the performance by EQH of its obligations hereunder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of EQH, and no other company action on the part of EQH is required in connection herewith. This Agreement has been duly and validly executed and delivered by EQH and constitutes a legal, valid and binding obligation of EQH, enforceable against EQH except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. EQH is the sole direct or indirect equity owner of each EQH Owner and has the ability to cause each EQH Owner to take the actions contemplated hereunder.

Section 3.3 Approvals and Consents. No approvals or consents of, or applications or notices to, third persons or entities are necessary for the lawful consummation by EQH or any other EQH Owner of the transactions contemplated by this Agreement.

(a)EQH hereby confirms that the New Units to be acquired by EQH or any other EQH Owner will be acquired for investment for the account of EQH or such other EQH Owner, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither EQH nor any other EQH Owner has any present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, EQH further represents that neither EQH nor any other EQH Owner presently has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the New Units.

(b)EQH and each EQH Owner understands that the New Units have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of EQH’s representations regarding EQH and each EQH Owner as expressed herein. EQH understands that the New Units are “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, EQH or the applicable EQH Owner must hold the New Units indefinitely unless they are registered with the Securities and Exchange Commission or an exemption from such registration requirement is available. EQH acknowledges that AB has no obligation to register the New Units. The New Units and any securities issued in respect of or exchange for the New Units, may bear any legend required by the securities laws of any state to the extent such laws are applicable to the New Units represented by the certificate so legended.

The obligations of EQH and any EQH Owner under this Agreement shall be subject to the satisfaction on or before the applicable Closing Date of each of the following conditions unless previously waived in writing by EQH:

Section 5.1 Representations and Warranties of AB to be True. The representations and warranties contained in Article 2 shall be true and accurate in all respects as of the applicable Closing Date as if made on that date.

Section 5.2 No Prohibitions. No order of any court or any administrative agency or law shall be in effect which restrains or prohibits the transactions contemplated by this Agreement.

The obligations of AB under this Agreement shall be subject to the satisfaction on or before the applicable Closing Date of each of the following conditions unless previously waived in writing by AB:

Section 6.1 Representations and Warranties of EQH to be True. The representations and warranties contained in Section 3 shall be true and accurate in all respects as of the applicable Closing Date as if made on that date.

Section 6.2 No Prohibitions. No order of any court or any administrative agency or law shall be in effect which restrains or prohibits the transactions contemplated by this Agreement.

Section 7.1 Waiver of Terms. Any of the terms or conditions of this Agreement may be waived at any time by the Party or Parties entitled to the benefit thereof, but only by a written notice signed by the Party or Parties waiving such terms or conditions.

Section 7.2 Amendment of Agreement. This Agreement may be amended, supplemented or modified at any time only by a written instrument duly executed by all the Parties hereto.

Section 7.3 Contents of Agreement; Integration; Parties in Interest; Assignment, etc. This Agreement and the documents referred to herein set forth the entire understanding of the Parties with respect to the subject matter hereof. Any previous agreements or understandings relating to the subject matter hereof are merged into and superseded by this Agreement. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of and, to the extent provided herein, be enforceable by the respective successors and assigns of the Parties.

Section 7.4 Governing Law; Jurisdiction. This Agreement and the legal relations between the Parties shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. Any judicial proceedings with respect to this Agreement shall be brought in the Delaware Court of Chancery or, in the event that the Delaware Court of Chancery lacks jurisdiction, any federal court in the State of Delaware, and by execution and delivery of this Agreement, each Party accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate courts, and irrevocably agrees to be bound by any judgment rendered thereby.

Section 7.5 Severability. In the event that any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such

portion shall be deemed severed from this Agreement and the remaining parts hereof shall remain in full force and effect as fully as if those such invalid, illegal or unenforceable portions had never been a part of this Agreement.

Section 7.6 Notices. Any notice that a Party is required or permitted to give pursuant to this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five days after being mailed by certified or registered mail, with appropriate postage prepaid, or when received in the form of email transmission, and shall be directed to the address or email address, as applicable, set forth below (or at such other address or email address as such Party shall designate by like notice):

Section 7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same agreement.

Section 7.8 Expenses. EQH and AB shall each pay its own taxes, costs and expenses (without limitation, costs, expenses and fees of its investment bankers, legal counsel, accountants, financial advisors, and other consultants and agents) in the negotiation, preparation and implementation of this Agreement and all transactions contemplated herein.

Section 7.9 Cooperation. Each of the Parties hereby agrees to execute such documents and do all other acts as may be reasonably necessary and within such Party’s control to carry out the purposes and intent of this Agreement.

Section 7.10 No Third Party Beneficiaries. This Agreement shall not convey any rights on a person not a party hereto.

Section 7.11 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party without the prior written consent of the other Party; provided, however, that EQH shall have the right to assign this Agreement and any of the rights (but not the obligations) hereunder to any subsidiary thereof.

Section 7.12 Term. This Agreement shall commence on the date first set forth above and terminate as of the earlier of the second anniversary of the date hereof or the date on which 10 million AB Holding Units shall have been exchanged for AB Units.