Item 1.01 Entry into a Material Definitive Agreement

On October 3, 2022, Equitable Financial Life Insurance Company, a New
York-domiciled life insurance company (the “Company”) and wholly owned
subsidiary of Equitable Holdings, Inc., a Delaware corporation (“EQH”), entered
into a Coinsurance and Modified Coinsurance Agreement (the “Reinsurance
Agreement”) with First Allmerica Financial Life Insurance Company, a
Massachusetts-domiciled insurance company (“Reinsurer”), in connection with the
completion of the transactions contemplated by the previously announced Master
Transaction Agreement, dated August 16, 2022 (the “Agreement”), by and between
the Company and the Reinsurer (the “Transaction”). Pursuant to the Reinsurance
Agreement, the Company ceded to Reinsurer, on a combined coinsurance and
modified coinsurance basis, a 50% quota share of approximately 360,000 legacy
Group EQUI-VEST® deferred variable annuity contracts issued by the Company
between 1980 and 2008, which predominately include the Company’s highest
guaranteed general account crediting rates of 3%, supported by general account
assets of approximately $4 billion and $6 billion of separate account value (the
“Reinsured Contracts”). At the closing of the Transaction, Reinsurer deposited
assets supporting the general account liabilities relating to the Reinsured
Contracts into a trust account for the benefit of the Company, which assets will
secure its obligations to the Company under the Reinsurance Agreement. The
Company reinsured the separate accounts relating to the Reinsured Contracts on a
modified coinsurance basis. Commonwealth Annuity and Life Insurance Company, an
insurance company domiciled in the Commonwealth of Massachusetts and affiliate
of Reinsurer, provided a guarantee of Reinsurer’s payment obligation to the
Company under the Reinsurance Agreement. In addition, the investment of assets
in the trust account will be subject to investment guidelines and certain
capital adequacy related triggers will require enhanced funding. The Reinsurance
Agreement also contains additional counterparty risk management and mitigation
provisions. At the closing of the Transaction, AllianceBernstein L.P., a
subsidiary of EQH (“AB”), entered into an investment advisory agreement with
Reinsurer pursuant to which AB will serve as the preferred investment manager of
certain general account assets transferred to the trust account. The Company
will continue to administer the Reinsured Contracts.

The foregoing description of the Reinsurance Agreement does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Reinsurance Agreement, a copy of which will be filed along with the Company’s
10-Q later this quarter.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

104     Cover Page Interactive Data File (embedded within the Inline XBRL document).



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