Waiver Agreement, dated May 9, 2019, to Mark Pearsons Employment Agreement dated March 9, 2011

Mr. Mark Pearson

AXA Equitable Holdings, Inc.

1290 Avenue of the Americas, 16^th floor

New York, New York 10104

Dear Mr. Pearson:

This letter confirms our understanding regarding your waiver in connection with your employment agreement dated March 9, 2011 (the “Agreement”). Please confirm this understanding by signing below.

The Agreement provides that you will serve as the Chair of the Board of AXA Equitable Life Insurance Company (“AEL Chair”) during your employment term. The Agreement further provides that you may terminate your employment for “Good Reason” and receive certain severance benefits if you are removed as AEL Chair.

Mr. Ramon de Oliveira was appointed as AEL Chair on March 26, 2019. As discussed, you have agreed that you will waive your right under the Agreement to terminate your employment for Good Reason due to your removal as AEL Chair so long as Mr. de Oliveira serves as AEL Chair. By signing below, you confirm that you have irrevocably waived this right.

Sincerely,

/s/ Jeff Hurd        

Jeff Hurd

Chief Operating Officer

            

ACCEPTED AND AGREED TO:

/s/ Mark Pearson        

Mark Pearson