AXA EQUITABLE LIFE INSURANCE COMPANY

FORM OF FUNDING AGREEMENT SPECIFICATION APPLICATION TERM SHEET

Owner:	[ABC Company] 1[ABC Bank FBO ABC Company] 1
Escrow Agent:	[N/A] 1[ABC Bank FBO ABC Company] 1
Beneficial Owner	[N/A] 1[ABC Company] 1
Interested Party:	[XYZ Company]1 &2[former securityholders of XYZ Company] 1&2
Authorized Representative:	[DEF Consultants] 1
Funding Agreement No.:	FA-[12345] 1
Effective Date:	[December 15, 2016] 1
Maturity Date:	[March 1, 2020] 1
General Escrow ([$100,000 minimum
Purchase Payment per Tranche] 4)
Tranche 1
Purchase Payment:	[$2,000,000] 1
Expiry Date:	[September 1, 2017]1
Initial Crediting Rate:	[0.55%] 5
[Tranche 2
Purchase Payment:	[$1,000,000]1
Expiry Date:	[September 1, 2018]1
Initial Crediting Rate:]	[0.65%] 5
[Tranche 3
Purchase Payment:	[$1,000,000] 1
Expiry Date:	[March 1, 2019] 1
Initial Crediting Rate:]	[0.75%] 5
[Tranche 4
Purchase Payment:	[$1,000,000] 1
Expiry Date:	[September 1, 2019] 1
Initial Crediting Rate:]	[0.85%] 5
[Tranche 5
Purchase Payment:	[$1,000,000] 1
Expiry Date:	[March 1, 2020] 1
Initial Crediting Rate:]	[0.95%] 5

APP-MA2016

[Special Escrow	[N/A] 1
Purchase Payment:	[$1,000,000] 1
Initial Crediting Rate:]	[0.15%] 5
Maximum Total of all Purchase Payments:	[$50,000,000] 6
Potential Subsequent Purchase Payments:	[$100,000] 1 [N/A] 1
Account Administrator:	[DEF Company] 1
State of Issue:	[Georgia] 7

IMPORTANT:

The amounts and rates above are subject to change and are determined as of the date a Purchase Payment is made, and will be reflected on the Final Term Sheet.

A Purchase Payment must occur and the Funding Agreement must be issued no later than 60 days after the date this Application is signed.

Executed at: [                    ] 8		Date:
[If Escrow Agent Is Applicable:
By:	, the Escrow Agent, as Owner
	(Signature and Title)] 9
[If Escrow Agent Is Not Applicable:
By:	, the Owner
	(Signature and Title)
By:	, the Interested Party (or Authorized Representative)
	(Signature and Title)] 10
By:	, AXA Equitable
	(Signature and Title)

APP-MA2016