AXA
                               AXA FINANCIAL, INC.
                           AXA FINANCIAL (BERMUDA) LTD
                                  as Borrowers

                                       AXA
                                  as Guarantor

                                   BNP PARIBAS
                                     CALYON
                         DEUTSCHE BANK AG LONDON BRANCH
                                   HSBC FRANCE
                                       and
                 SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
                           as Mandated Lead Arrangers

                                   HSBC FRANCE
                                    as Agent

                       HSBC BANK USA, NATIONAL ASSOCIATION
                               as Swingline Agent

                                       and

                                   THE LENDERS
     -----------------------------------------------------------------------
                                CREDIT AGREEMENT

         (EURO)1,400,000,000 (or its equivalent in Optional Currencies)
     -----------------------------------------------------------------------

<PAGE>

This Agreement dated 15 December 2009 (as amended and restated on 25 February
2010) (the "Agreement") is made between:

(1)  AXA, a French societe anonyme, whose head office is at 25, avenue Matignon,
     75008 Paris (France) ("AXA", the "Guarantor" or the "Company");

(2)  AXA FINANCIAL, INC., a Delaware corporation, whose head office is at 1290
     Avenue of the Americas, New York, NY 10104 ("AXA Financial");

(3)  AXA FINANCIAL (BERMUDA) LTD., a company incorporated in Bermuda, whose
     registered office is at Clarendon House, 2 Church Street, Hamilton, Bermuda
     ("AXA Bermuda", and together with AXA and AXA Financial, the "Original
     Borrowers");

(4)  BNP PARIBAS, CALYON, DEUTSCHE BANK AG LONDON BRANCH, HSBC FRANCE and
     SOCIETE GENERALE CORPORATE & INVESTMENT BANKING as mandated lead arrangers
     (each an "Arranger" and collectively the "Arrangers");

(5)  THE FINANCIAL INSTITUTIONS listed as Lenders in Part A of Schedule 1 (the
     "Original Facility A Lenders"), Part B of Schedule 1 (the "Original
     Swingline Lenders"), and Part C of Schedule 1 (the "Original L/C Lenders")
     as lenders (together, the "Original Lenders");

(6)  HSBC FRANCE as agent for the Finance Parties (the "Agent"); and

(7)  HSBC BANK USA, NATIONAL ASSOCIATION as agent for the Swingline Facility
     (the "Swingline Agent").

It is agreed as follows:

                                     -1-
<PAGE>

                                   SECTION 1
                                 INTERPRETATION

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Agreement:

     "Acceptable Bank" means a bank or financial institution which has a rating
     for its long-term unsecured and non credit-enhanced debt obligations of:

     (a)  if it is rated by Standard & Poor's Rating Services, A- or higher; and

     (b)  if it is rated by Fitch Ratings Ltd, A- or higher; and

     (c)  if it is rated by Moody's Investor Services Limited, A3 or higher; or

     (d)  a comparable rating from an internationally recognised credit rating
          agency.

     "Accession Letter" means a document substantially in the form set out in
     Schedule 6 (Form of Accession Letter).

     "Additional Borrower" means a company which becomes an Additional Borrower
     in accordance with Clause 36 (Changes to the Obligors).

     "Additional Cost Rate" has the meaning given to it in Schedule 4 (Mandatory
     Cost Formulae).

     "Affiliate" means, in relation to a Lender, its subsidiary or holding
     company or any other subsidiary of its holding company.

     "Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for
     the purchase of the relevant currency with the Base Currency in the Paris
     foreign exchange market at or about 11:00 a.m. on a particular day.

     "Amendment and Restatement Agreement" means the amendment and restatement
     agreement dated 25 February 2010 amending and restating this Agreement.

     "Authorisation" means an authorisation, consent, approval, resolution,
     licence, exemption, filing, notarisation or registration.

     "Availability Period" means:

     (a)  in relation to Facility A, the period from and including the date of
          this Agreement to and including the Business Day falling one (1)
          calendar month prior to the Termination Date (or, if such date is not
          a Business Day, on the Business Day immediately prior to such date);
          and

     (b)  in relation to the Swingline Facility, the period from and including
          the date of this Agreement to and including the fifth Business Day
          before the Termination Date.

                                     -2-
<PAGE>

     "Available Commitment" means, in relation to a Facility, a Lender's
     Commitment under that Facility minus:

     (a)  the Base Currency Amount of its (or its Affiliate's) participation in
          any outstanding Utilisations; and

     (b)  in relation to any proposed Utilisation, the Base Currency Amount of
          its (or its Affiliate's) participation in any Utilisations that are
          due to be made on or before the proposed Utilisation Date,

     other than, in relation to any proposed Utilisation, that Lender's (or its
     Affiliate's) participation in any Utilisations that are due to be repaid or
     prepaid on or before the proposed Utilisation Date.

     "Available Facility" means any of Available Facility A or Available
     Swingline Facility.

     "Available Facility A" means the aggregate for the time being of each
     Lender's Available Commitment in respect of Facility A.

     "Available Swingline Commitment" has the meaning given to such term in
     paragraph 8.1.1 of Clause 8.1 (General).

     "Available Swingline Facility" has the meaning given to such term in
     paragraph 8.1.1 of Clause 8.1 (General).

     "AXA Consolidated Net Worth" means the sum of (i) total shareholder's
     equity (including ordinary shares, capital in excess of nominal value and
     retained earnings and reserves), (ii) minority interests, (iii) instruments
     junior to subordinated debt (if any), (iv) subordinated debt and (v)
     mandatorily convertible bonds and notes, as each such item is described in
     the most recent annual consolidated financial statements of the Company.
     For the avoidance of doubt, as at 31 December 2008 AXA Consolidated Net
     Worth represented forty seven billion two hundred and thirty two million
     euros (EUR 47,232,000,000).

     "Bankruptcy Code" means Title 11 of the United States of America Code
     entitled Bankruptcy (or any successor thereto) as amended.

     "Base Currency" means euro.

     "Base Currency Amount" means the amount specified in the Utilisation
     Request delivered by a Borrower for that Utilisation or, if the amount
     requested is not denominated in the Base Currency, that amount converted
     into the Base Currency at the Agent's Spot Rate of Exchange on the date
     which is three (3) Business Days before the Utilisation Date or, if later,
     on the date the Agent receives the Utilisation Request, adjusted to reflect
     any repayment or prepayment of the Utilisation.

     "Borrower" means an Original Borrower or an Additional Borrower, unless it
     has ceased to be a Borrower in accordance with Clause 36 (Changes to the
     Obligors).

                                     -3-

<PAGE>

     "Break Costs" means the amount (if any) by which:

     (a)  the interest (less the Margin) which a Lender should have received for
          the period from the date of receipt of all or any part of its
          participation in a Loan or Unpaid Sum to the last day of the current
          Interest Period in respect of that Loan or Unpaid Sum, had the
          principal amount or Unpaid Sum received been paid on the last day of
          that Interest Period,

     exceeds:

     (b)  the amount which that Lender would be able to obtain by placing an
          amount equal to the principal amount or Unpaid Sum received by it on
          deposit with a leading bank in the Relevant Interbank Market for a
          period starting on the Business Day following receipt or recovery and
          ending on the last day of the current Interest Period.

     "Business Day" means a day (other than a Saturday or Sunday) on which banks
     are open for general business in:

     (a)  London, Paris and New York; and

     (b)  in relation to any date for payment or purchase of a sum denominated
          in an Optional Currency, the principal financial centre of the country
          of such Optional Currency; or

     (c)  in relation to any date for payment or purchase of a sum denominated
          in euro, any TARGET Day.

     "Code" means as at any date, the U.S. Internal Revenue Code of 1986 and the
     regulations promulgated and the judicial and administrative decisions
     rendered under it, all as in effect on such date.

     "Commercial Terms Side Letter" means the side letter dated 25 February 2010
     between AXA, AXA Financial, AXA Bermuda and the Agent.

     "Commitment" means a Facility A Commitment or a Swingline Commitment.

     "Confidential Information" means all information relating to the Company,
     any other Obligor, the Group, the Finance Documents or a Facility of which
     a Finance Party becomes aware in its capacity as, or for the purposes of
     becoming, a Finance Party or which is received by a Finance Party in
     relation to, or for the purposes of becoming a Finance Party under, the
     Finance Documents or a Facility from either:

     (a)  any member of the Group or any of its advisers; or

     (b)  another Finance Party, if the information was obtained by that Finance
          Party directly or indirectly from any member of the Group or any of
          its advisers,

     in whatever form, and includes information given orally and any document,
     electronic file or any other way of representing or recording information
     which contains or is derived or copied from such information but excludes
     information that:

                                     -4-

<PAGE>

          (i)   is or becomes public information other than as a direct or
                indirect result of any breach by that Finance Party of Clause 50
                (Confidentiality); or

          (ii)  is identified in writing at the time of delivery as
                non-confidential by any member of the Group or its advisers; or

          (iii) is known by that Finance Party before the date the information
                is disclosed to it in accordance with paragraphs (a) or (b)
                above or is lawfully obtained by that Finance Party after that
                date, from a source which is, as far as that Finance Party is
                aware, unconnected with the Group and which, in either case, as
                far as that Finance Party is aware, has not been obtained in
                breach of, and is not otherwise subject to, any obligation of
                confidentiality.

     "Confidentiality Undertaking" means a confidentiality undertaking
     substantially in the form set out in Schedule 8 (Form of Confidentiality
     Undertaking) or in any other form agreed between the Company and the Agent.

     "Defaulting Lender" means any Lender:

     (a)  which has failed to make its participation in a Loan available or has
          notified the Agent that it will not make its participation in a Loan
          available by the Utilisation Date of that Loan in accordance with
          Clause 5.4 (Lenders' participation) or Clause 8.4 (Swingline Lenders'
          participation); or

     (b)  with respect to which an Insolvency Event has occurred and is
          continuing,

          unless, in the case of paragraph (a) above:

          (i)   its failure to pay is caused by:

                (A)  administrative or technical error; or

                (B)  a Disruption Event; and

          payment is made within five (5) Business Days of its due date; or

          (ii)  the Lender is disputing in good faith whether it is
                contractually obliged to make the payment in question.

     "Disruption Event" means either or both of:

     (a)  a material disruption to those payment or communications systems or to
          those financial markets which are, in each case, required to operate
          in order for payments to be made in connection with the Facilities (or
          otherwise in order for the transactions contemplated by the Finance
          Documents to be carried out) which disruption is not caused by, and is
          beyond the control of, any of the Parties; or

                                     -5-

<PAGE>

     (b)  the occurrence of any other event which results in a disruption (of
          technical or systems-related nature) to the treasury or payments
          operations of a Party preventing that, or any other Party:

          (i)   from performing its payment obligations under the Finance
                Documents; or

          (ii)  from communicating with other Parties in accordance with the
                terms of the Finance Documents,

     and which (in either such case) is not caused by, and is beyond the control
     of, the Party whose operations are disrupted.

     "DOL" means the U.S. Department of Labor, or any entity succeeding to all
          or any of its functions.

     "Employee Plan" means an employee pension benefit plan (other than a
     Multiemployer Plan) subject to the provisions of Title IV of ERISA or
     Section 412 of the Code or Section 302 of ERISA, and in respect of which a
     U.S. Borrower or a subsidiary of a U.S. Borrower which is an ERISA
     Affiliate is (or, if such plan were terminated, would under Section 4069 of
     ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

     "ERISA" means, at any date, the United States Employee Retirement Income
     Security Act of 1974 and the regulations promulgated and rulings issued
     under it, all as the same may be in effect at such date.

     "ERISA Affiliate" means any person that for purposes of Title I and Title
     IV of ERISA and Section 412 of the Code would be deemed at any relevant
     time to be a single employer with a U.S. Borrower, pursuant to Section
     414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

     "ERISA Event" means:

     (a)  an event described in Sections 4043 (c) (1), (2), (3), (5), (6), (8)
          or (9) of ERISA with respect to an Employee Plan;

     (b)  the withdrawal of any U.S. Borrower from an Employee Plan subject to
          Section 4063 of ERISA during a plan year in which it was a substantial
          employer, as defined in Section 4001(a) (2) of ERISA;

     (c)  the complete or partial withdrawal of any U.S. Borrower or any
          subsidiary of a U.S. Borrower which is an ERISA Affiliate from any
          Multiemployer Plan or the insolvency of any Multiemployer Plan;

     (d)  the filing of a notice of intent to terminate an Employee Plan or the
          treatment of a plan amendment as a termination under Section 4041 of
          ERISA;

     (e)  the institution of proceedings by the PBGC to terminate or appoint a
          trustee to administer an Employee Plan or Multiemployer Plan;

     (f)  the failure to make any required contribution to an Employee Plan;

                                     -6-
<PAGE>

     (g)  any other event or condition which might reasonably be expected to
          constitute grounds under Section 4042 of ERISA for the termination of,
          or the appointment of a trustee to administer, any Employee Plan or
          Multiemployer Plan;

     (h)  the imposition of any liability under the Title IV of ERISA, other
          than for PBGC premiums due but not delinquent under Section 4007 of
          ERISA;

     (i)  a prohibited transaction (as described in Code Section 4975 or ERISA
          Section 406) shall occur with respect to any Employee Plans;

     (j)  a determination that any Employee Plan is, or is expected to be, in
          "at risk" status (as defined in Section 303(i)(4) of ERISA or Section
          430(i)(4) of the Code; or

     (k)  any U.S. Borrower shall request a minimum funding waiver from the IRS
          with respect to any Employee Plan.

     "EURIBOR" means, in relation to any Loan in euro:

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen Rate is available for the Interest Period of that Loan)
          the arithmetic mean of the rates (rounded upwards to four decimal
          places) as supplied to the Agent at its request quoted by the
          Reference Banks to leading banks in the European interbank market,

     as of the Specified Time on the Quotation Day for the offering of deposits
     in euro for a period comparable to the Interest Period of the relevant
     Loan.

     "Event of Default" means any event or circumstance specified as such in
     Clause 31 (Events of Default).

     "Facility" means each of Facility A or the Swingline Facility.

     "Facility A" means the revolving multicurrency credit facility made
     available under this Agreement, as described in Clause 2 (The Facilities).

     "Facility A Commitment" means:

     (a)  in relation to an Original Facility A Lender, the amount in the Base
          Currency set opposite its name under the heading "Facility A
          Commitment" in Part A of Schedule 1 (The Original Parties) and the
          amount of any other Facility A Commitment transferred to it under this
          Agreement; and

     (b)  in relation to any other Facility A Lender, the amount in the Base
          Currency of any Facility A Commitment transferred to it under this
          Agreement,

     to the extent not cancelled, reduced or transferred by it under this
     Agreement.

                                     -7-
<PAGE>

"Facility A Lender" means:

     (a)  any Original Facility A Lender;

     (b)  in relation to a Facility A Loan the participation of an Original
          Facility A Lender in which was made available by an Affiliate, that
          Affiliate; and

     (c)  any bank or financial institution which has become a Party in relation
          to Facility A in accordance with Clause 33 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of
this Agreement.

     "Facility A Loan" means a loan (other than a Swingline Loan) made or to be
     made under Facility A or the principal amount outstanding for the time
     being of that loan.

     "Facility Office" means the office or offices notified by a Lender to the
     Agent in writing on or before the date it becomes a Lender (or, following
     that date, by not less than five (5) Business Days' written notice) as the
     office or offices through which it (or, in the circumstances described in
     Clause 5.4.4, its Affiliate) will perform its obligations under this
     Agreement.

     "Federal Funds Rate" means, in relation to any day, the rate per annum
     equal to:

     (a)  the weighted average of the rates on overnight Federal funds
          transactions with members of the U.S. Federal Reserve System arranged
          by Federal funds brokers, as published for that day (or, if that day
          is not a New York Business Day, for the immediately preceding New York
          Business Day) by the Federal Reserve Bank of New York; or

     (b)  if a rate is not so published for any day which is a New York Business
          Day, the average of the quotations for that day on such transactions
          received by the Swingline Agent from three Federal funds brokers of
          recognised standing selected by the Swingline Agent.

     "Fee Letter" means any letter or letters dated on or about the date of this
     Agreement between the Arrangers and the Company (or the Agent and the
     Company) setting out any of the fees referred to in Clause 16 (Fees).

     "Finance Document" means this Agreement, the Amendment and Restatement
     Agreement, the Commercial Terms Side Letter, any Fee Letter, any Accession
     Letter, any Resignation Letter and any other document designated as such by
     the Agent and the Company.

     "Finance Party" means the Agent, the Swingline Agent, the Arrangers or a
     Lender.

     "Financial Indebtedness" means any indebtedness for or in respect of:

     (a)  borrowed moneys;

     (b)  any debenture, bond, note, loan stock or other security;

                                      -8-
<PAGE>

     (c)  any acceptance or other documentary credit;

     (d)  the acquisition cost of any asset to the extent payable before or
          after the time of acquisition or possession by the party liable where
          the advance or deferred payment is arranged primarily as a method of
          raising finance or financing the acquisition of that asset;

     (e)  any lease (including, without limitation, capital leases) entered into
          primarily as a method of raising finance or financing the acquisition
          of the asset leased;

     (f)  any indebtedness for money owing in respect of any interest rate swap,
          or currency swap or other derivative instruments, such indebtedness to
          be measured on a mark-to-market basis after application, with respect
          to any particular counterparty, of the relevant ISDA or FBF netting
          procedures but excluding any such indebtedness which is secured by
          collateral at the relevant time; or

     (g)  any indebtedness (actual or contingent) under a guarantee, security or
          other commitment designed to protect any creditor against loss in
          respect of any Financial Indebtedness of any third party.

     "Financial Instruments" means (i) eurobonds or other bonds including
     government bonds rated AA or AA equivalent or better, (ii) euro, domestic
     U.S. or sterling commercial paper rated A1/P1 or A1/P1 equivalent or
     better, (iii) prime bank certificates of deposit or (iv) any other
     financial instrument approved by all of the L/C Lenders.

     "GAAP" means, in relation to any person, generally accepted accounting
     principles in that person's jurisdiction of organisation, including IFRS.

     "Group" means the Company and its Subsidiaries for the time being.

     "IFRS" means international accounting standards within the meaning of the
     IAS Regulation 1606/2002 to the extent applicable to the relevant financial
     statements.

     "Impaired Agent" means the Agent at any time when:

     (a)  it has failed to make (or has notified a Party that it will not make)
          a payment required to be made by it under the Finance Documents by the
          due date for payment;

     (b)  (if the Agent is also a Lender) it is a Defaulting Lender under
          paragraph (a) of the definition of "Defaulting Lender"; or

     (c)  an Insolvency Event has occurred and is continuing with respect to the
          Agent;

     unless, in the case of paragraph (a) above:

          (i)   its failure to pay is caused by:

                (A)  administrative or technical error; or


                                     -9-

<PAGE>

                (B)  a Disruption Event; and

                payment is made within five (5) Business Days of its due date;
                or

          (ii)  the Agent is disputing in good faith whether it is contractually
                obliged to make the payment in question.

     "Insolvency Event" in relation to a Finance Party means the winding-up,
     dissolution, administration or reorganisation (other than a liquidation or
     reorganisation on a solvent basis) or appointment of a liquidator,
     receiver, administrative receiver, administrator, compulsory manager or
     other similar officer in respect of that Finance Party or all or
     substantially all of that Finance Party's assets or any analogous procedure
     or step is taken in any jurisdiction with respect to that Finance Party.

     "Interest Period" means:

     (a)  in relation to a Loan, other than a Swingline Loan, each period
          determined in accordance with Clause 14 (Interest Periods);

     (b)  in relation to a Swingline Loan, each period determined in accordance
          with paragraph 8.3.1(d) of Clause 8.3 (Completion of a Utilisation
          Request for Swingline Loans); and

     (c)  in relation to an Unpaid Sum, each period determined in accordance
          with Clause 13.3 (Default interest).

     "IRS" means the United States Internal Revenue Service or any successor
     thereto.

     "L/C Lender" means:

     (a)  those banks and financial institutions (being a Facility A Lender or
          an Affiliate of a Facility A Lender) which are listed in Part B of
          Schedule 1 (The Original Parties) as L/C Lenders; or

     (b)  any other person that becomes a L/C Lender after the date of this
          Agreement in accordance with Clause 33 (Changes to the Lenders),

     which in each case has not ceased to be a Party in accordance with the
     terms of this Agreement.

     "Lender" means any Facility A Lender, Swingline Lender or L/C Lender.

     "Letter of Credit" means a letter of credit, substantially in the form set
     out in Schedule 10 (Forms of Letter of Credit) or in any other form
     requested by a Borrower and agreed by the Agent (with the prior consent of
     the L/C Lenders, such consent not to be unreasonably withheld).

     "LIBOR" means, in relation to any Loan in an Optional Currency:

     (a)  the applicable Screen Rate; or


                                      -10-
<PAGE>

     (b)  (if no Screen Rate is available for the currency or Interest Period of
          that Loan) the arithmetic mean of the rates (rounded upwards to four
          decimal places) as supplied to the Agent at its request quoted by the
          Reference Banks to leading banks in the London interbank market,

     as of the Specified Time on the Quotation Day for the offering of deposits
     in that Optional Currency and for a period comparable to the Interest
     Period for that Loan.

     "Loan" means a Facility A Loan (or, as the case may be, a Separate Loan) or
     a Swingline Loan.

     "Majority Lenders" means a Lender or Lenders whose Commitments aggregate
     more than 66-2/3 per cent of the Total Commitments (or, if the Total
     Commitments have been reduced to zero, aggregated more than 66-2/3 per
     cent of the Total Commitments immediately prior to that reduction).

     "Mandate Letter" means the mandate letter from the Mandated Lead Arrangers
     to the Company dated 8 November 2009, as amended by that mandate extension
     letter dated 27 November 2009.

     "Mandatory Cost" means the percentage rate per annum calculated by the
     Agent in accordance with Schedule 4 (Mandatory Cost Formulae).

     "Margin" has the meaning given to such term in the Commercial Terms Side
     Letter.

     "Margin Stock" means margin stock or "margin security" within the meaning
     of Regulations T, U and X.

     "Material Adverse Effect" means any effect which is materially adverse to
     the financial condition of the Group as a whole and is expected to be
     materially adverse to the ability of the Obligors, taken as a whole, to
     comply with any of their payment obligations under this Agreement.

     "Material Subsidiary" means:

     (a)  any Subsidiary of AXA engaged in insurance business and regulated as
          such whose contribution to the consolidated premium or consolidated
          gross technical reserves of AXA represents five per cent (5%) or more
          of the consolidated gross premium issued or consolidated gross
          technical reserves, respectively, of the Group, as each such item is
          so described in the most recent annual consolidated financial
          statements of AXA;

     (b)  any Subsidiary of AXA engaged in asset management and regulated as
          such which has assets under management of more than thirty per cent
          (30%) of the aggregate assets under management of the Group, as each
          such item is so described in the most recent annual consolidated
          financial statements of AXA; and

     (c)  any Subsidiary of AXA engaged in banking and regulated as such whose
          total assets exceed four per cent (4%) of the consolidated gross
          assets of the Group, as each such item is so described in the most
          recent annual consolidated financial statements of AXA.

                                      -11-
<PAGE>

     "Month" means a period starting on one day in a calendar month and ending
     on the numerically corresponding day in the next calendar month, except
     that:

     (a)  (subject to paragraph (c) below) if the numerically corresponding day
          is not a Business Day, that period shall end on the next Business Day
          in that calendar month in which that period is to end if there is one,
          or if there is not, on the immediately preceding Business Day;

     (b)  if there is no numerically corresponding day in the calendar month in
          which that period is to end, that period shall end on the last
          Business Day in that calendar month; and

     (c)  if an Interest Period begins on the last Business Day of a calendar
          month, that Interest Period shall end on the last Business Day in the
          calendar month in which that Interest Period is to end,

     it being specified that the above rules will only apply to the last Month
     of any period.

     "Multiemployer Plan" means a "multiemployer plan" (as defined in Section
     (3)(37) of ERISA) contributed to for any employees of a U.S. Borrower or
     any subsidiary of a U.S. Borrower which is an ERISA Affiliate thereof.

     "New York Business Day "has the meaning given to it in paragraph 8.1.1 of
     Clause 8.1 (General).

     "Non-Cooperative Jurisdiction" means any jurisdiction:

     (a)  which is not a Member State of the European Union; and

     (b)  the position of which with respect to a tax transparency and exchange
          of information for tax matters was examined by the Organisation for
          Economic Co-operation and Development; and

     (c)  which has not entered into an agreement for administrative assistance
          enabling exchange of any necessary information for the purpose of
          application of tax legislation with France; and

     (d)  which has not entered into an agreement for administrative assistance
          enabling exchange of any necessary information for the purpose of
          application of tax legislation with at least 12 States or territories
          other than France.

     "Obligor" means a Borrower or the Guarantor.

     "Optional Currency" means a currency (other than the Base Currency) which
     complies with the conditions set out in Clause 4.3 (Conditions relating to
     Optional Currencies).

     "Original Financial Statements" means the audited consolidated financial
     statements of the Group for the financial year ended 31 December 2008.

     "Overall Commitment" has the meaning given to it in paragraph 8.1.1 of
     Clause 8.1 (General).

                                      -12-
<PAGE>

     "Participating Member State" means any member state of the European
     Communities that adopts or has adopted the euro as its lawful currency in
     accordance with legislation of the European Community relating to Economic
     and Monetary Union.

     "Party" means a party to this Agreement.

     "PBGC" means the U.S. Pension Benefit Guaranty Corporation, or any entity
     succeeding to all or any of its functions under ERISA.

     "Qualifying Lender" has the meaning given to it in Clause 17 (Tax gross-up
     and indemnities).

     "Quotation Day" means, in relation to any period for which an interest rate
     is to be determined:

     (a)  (if the currency is sterling) the first day of that period;

     (b)  (if the currency is euro) two (2) TARGET Days before the first day of
          that period; or

     (c)  (for any other currency) two (2) Business Days before the first day of
          that period,

     unless market practice differs in the Relevant Interbank Market for a
     currency, in which case the Quotation Day for that currency will be
     determined by the Agent in accordance with market practice in the Relevant
     Interbank Market (and if quotations would normally be given by leading
     banks in the Relevant Interbank Market on more than one day, the Quotation
     Day will be the last of those days).

     "Reference Banks" means, in relation to LIBOR and Mandatory Cost the
     principal London offices of BNP Paribas, Calyon, Deutsche Bank AG, HSBC
     Bank plc and Societe Generale and, in relation to EURIBOR, the principal
     office in Paris of BNP Paribas, Calyon, Deutsche Bank AG, HSBC France and
     Societe Generale or such other Acceptable Banks as may be appointed by the
     Agent in consultation with the Company.

     "Regulations T, U and X" means, respectively, Regulations T, U and X of the
     Board of Governors of the Federal Reserve System of the United States (or
     any successor) as now and from time to time in effect from the date of this
     Agreement.

     "Relevant Interbank Market" means in relation to euro, the European
     interbank market and, in relation to any other currency, the London
     interbank market.

     "Repeating Representations" means each of the representations set out in
     Clauses 23.1 (Status), 23.2 (Corporate action), 23.3 (Authorisations), 23.4
     (Binding obligations), 23.5 (No conflict), 23.8 (Pari passu ranking) and
     paragraph 1.1(f) of Schedule 11 (U.S. Borrower Representations and
     Warranties).

     "Representative" means any delegate, agent, manager, administrator,
     nominee, attorney, trustee or custodian.

                                      -13-
<PAGE>

     "Resignation Letter" means a letter substantially in the form set out in
     Schedule 7 (Form of Resignation Letter).

     "Screen Rate" means:

     (a)  in relation to LIBOR, the British Bankers Association Interest
          Settlement Rate for the relevant currency and period; and

     (b)  in relation to EURIBOR, the percentage rate per annum determined by
          the Banking Federation of the European Union for the relevant period,

     displayed on the appropriate page of the Reuters screen. If the agreed page
     is replaced or service ceases to be available, the Agent may specify
     another page or service displaying the appropriate rate after consultation
     with the Company and the Lenders.

     "SEC" means the United States Securities and Exchange Commission or any
     successor thereto.

     "Security" means any:

     (a)  hypotheque, nantissement, privilege, "gage-especes", any surete reelle
          or droit de retention;

     (b)  mortgage, pledge, lien, charge, assignment by way of security or for
          the purpose of providing security, hypothecation, right in security,
          security interest or (to the extent applicable) trust arrangement for
          the purpose of providing security; and

     (c)  other security agreement or other arrangement having the effect of
          providing security.

     "Separate Loan" has the meaning given to that term in Clause 11
     (Repayment).

     "Special Early Termination Event" means any of the circumstances described
     as such in Clause 32 (Special Early Termination Events).

     "Specified Time" means a time determined in accordance with Schedule 9
     (Timetables).

     "Subsidiary" of the Company means any company whose accounts are
     consolidated with those of the Company by the full consolidation method
     (integration globale) in accordance with the principles and methods of
     consolidation applied by the Company from time to time.

     "Swingline Commitment" means:

     (a)  in relation to an Original Swingline Lender on the date of this
          Agreement, the amount in U.S. dollars set opposite its name under the
          heading "Swingline Commitment" in Part B of Schedule 1 (The Original
          Parties) and the amount of any other Swingline Commitment transferred
          to it under this Agreement; and


                                      -14-
<PAGE>

     (b)  in relation to any other Swingline Lender, the amount of any Swingline
          Commitment transferred to it under this Agreement,

     to the extent not cancelled, reduced or transferred by it under this
     Agreement.

     "Swingline Facility" means the U.S. dollar swingline loan facility made
     available under this Agreement as described in Clause 8 (Utilisation -
     Swingline Loans).

     "Swingline Interest Rate" has the meaning given to such term in the
     Commercial Terms Side Letter.

     "Swingline Lender" means:

     (a)  those banks and financial institutions (being also Original Lenders or
          the Affiliates of Original Lenders) which are listed in Part B of
          Schedule 1 (The Original Parties) as Swingline Lenders; or

     (b)  any other person that becomes a Swingline Lender after the date of
          this Agreement in accordance with Clause 33 (Changes to the Lenders),

     which in each case has not ceased to be a Party in accordance with the
     terms of this Agreement.

     "Swingline Loan" means a loan made or to be made under the Swingline
     Facility or the principal amount outstanding for the time being of that
     loan.

     "TARGET 2" means Trans-European Automated Real-time Gross Settlement
     Express Transfer payment system which uses a single shared platform and
     which was launched on 19 November 2007.

     "TARGET Day" means any day on which TARGET 2 is open for the settlement of
     payments in euro.

     "Tax" means any tax, levy, impost, duty or other charge or withholding of a
     similar nature (including any penalty or interest payable in connection
     with any failure to pay or any delay in paying any of the same).

     "Termination Date" means the date which is the fifth anniversary of the
     date of this Agreement.

     "Total Commitments" means one billion four hundred million euros (EUR
     1,400,000,000) at the date of this Agreement.

     "Total Swingline Commitments" has the meaning given to it in paragraph
     8.1.1 of Clause 8.1 (General).

     "Transfer Agreement" means an agreement substantially in the form set out
     in Schedule 5 (Form of Transfer Agreement) or any other form agreed between
     the Agent and the Company.


                                      -15-
<PAGE>

     "Transfer Date" means, in relation to a transfer, the later of:

     (a)  the proposed Transfer Date specified in the Transfer Agreement; and

     (b)  the date on which the Agent executes the Transfer Agreement.

     "Unfunded Pension Liability" means the excess of an Employee Plan's benefit
     liabilities under Section 4001(a)(16) of ERISA, over the current value of
     that plan's assets, determined in accordance with the assumptions used for
     funding the Employee Plan pursuant to Section 412 of the Code for the
     applicable plan year.

     "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under
     the Finance Documents.

     "U.S." and "United States" means the United States of America, its
     territories, possessions and other areas subject to the jurisdiction of the
     United States of America.

     "U.S. Borrower" means:

     (a)  a Borrower whose jurisdiction of organisation is a state of the United
          States of America or the District of Columbia; or

     (b)  in respect of Clause 17 (Tax gross-up and indemnities), AXA Bermuda.

     "U.S. Person" means a "United States person" within the meaning of section
     7701(a)(30) of the Code.

     "Utilisation" means a Loan or a Letter of Credit.

     "Utilisation Date" means the date on which a Utilisation is made.

     "Utilisation Request" means a notice substantially in the form set out in
     the appropriate part of Schedule 3 (Requests).

     "VAT" means value added tax and any other tax of a similar nature.


1.2 Construction

     1.2.1   Unless a contrary indication appears, any reference in this
             Agreement
             to:

             (a)  the "Agent", the "Arrangers", any "Finance Party", any
                  "Lender", any "Obligor" or any "Party" shall be construed so
                  as to include its successors in title, permitted assigns and
                  permitted transferees;

             (b)  "assets" includes present and future properties, revenues and
                  rights of every description;

             (c)  "corporate reconstruction" includes in relation to a company
                  any contribution of part of its business in consideration of
                  shares (apport partiel d'actifs) and any demerger (scission)
                  implemented in accordance with articles L.236-1 to L.236-24
                  of the French Code de Commerce;


                                      -16-
<PAGE>

             (d)  a "Finance Document" or any other agreement or instrument is
                  a reference to that Finance Document or other agreement or
                  instrument as amended or novated;

             (e)  "gross negligence" means "faute lourde";

             (f)  "guarantee" includes any "cautionnement", "aval" and any
                  "garantie" which is independent from the debt to which it
                  relates;

             (g)  "holding company" means, in relation to any person, any other
                  company or corporation of which it is a subsidiary;

             (h)  a "law" includes any law, decree, regulation and any other
                  binding act of any state or the European Union;

             (i)  "merger" includes any fusion implemented in accordance with
                  articles L.236-1 to L.236-24 of the French Code de Commerce;

             (j)  a "person" includes any person, firm, company, corporation,
                  government, state or agency of a state or any grouping
                  (whether or not having separate legal personality) or two or
                  more of the foregoing;

             (k)  a "subsidiary" of a company or corporation shall be construed
                  as a reference to any company or corporation:

                  (i)   which is controlled, directly or indirectly, by that
                        company or corporation;

                  (ii)  more than half the issued equity share capital of which
                        is beneficially owned, directly or indirectly, by that
                        company or corporation; or

                  (iii) which is a subsidiary of another subsidiary of that
                        company or corporation,

                  and, for these purposes, a company or corporation shall be
                  treated as being controlled by another if that other company
                  or corporation is able to direct its affairs and/or to control
                  the composition of its board of directors or equivalent body;

             (l)  "trustee, fiduciary and fiduciary duty" has in each case the
                  meaning given to such term under any applicable law;

             (m)  "wilful misconduct" means "dol";

             (n)  a provision of law is a reference to that provision as amended
                  or re-enacted; and

             (o)  a time of day is a reference to Paris time.

     1.2.2   Section, Clause and Schedule headings are for ease of reference
             only.


                                      -17-
<PAGE>

     1.2.3   Unless a contrary indication appears, a term used in any other
             Finance Document or in any notice given under or in connection with
             any Finance Document has the same meaning in that Finance Document
             or notice as in this Agreement.

     1.2.4   An Event of Default or Special Early Termination Event is
             "continuing" if it has not been remedied or waived.

     1.2.5   There is an Event of Default "in relation to" a particular Obligor
             if:

             (a)  when the Event of Default is one mentioned in Clause 31.1
                  (Non-payment), 31.2 (Material Breach) or 31.3 (Financial
                  Indebtedness), the failure to pay, material breach or
                  Financial Indebtedness (as the case may be) is that of that
                  Obligor;

             (b)  when the Event of Default is the one mentioned in Clause 31.4
                  (Representations), the representation, statement or
                  information is made (or deemed repeated) or provided by that
                  Obligor; and

             (c)  in any other case, the event which constitutes the Event of
                  Default occurs in respect of that Obligor.

     1.2.6   With respect to the following currency symbols and definitions,

             (a)  "Australian dollars" denotes the lawful currency of Australia;

             (b)  "Canadian dollars" denotes the lawful currency of Canada;

             (c)  "EUR", "euro" and "(euro)" denote the lawful currency of the
                  Participating Member States;

             (d)  "sterling" and "(pound)" denote the lawful currency of the
                  United Kingdom;

             (e)  "Swiss francs" denotes the lawful currency of the Swiss
                  Confederation;

             (f)  "U.S. dollars" and "$" denote the lawful currency of the
                  United States of America; and

             (g) "yen" denotes the lawful currency of Japan.


                                      -18-
<PAGE>

                                   SECTION 2
                                 THE FACILITIES

2.   THE FACILITIES

2.1  The Facilities

     Subject to the terms of this Agreement:

     2.1.1   The Facility A Lenders make available to the Borrowers a
             multicurrency revolving credit facility in an aggregate amount
             equal to the Total Commitments.

     2.1.2   The Swingline Lenders make available to the Borrowers a U.S. dollar
             swingline facility, as a sub-facility of Facility A, in an
             aggregate amount equal to the Total Swingline Commitments.

     2.1.3   The L/C Lenders make available to the Borrowers a letter of credit
             facility in an aggregate amount equal to the Total Commitments.

     2.1.4   The aggregate amount made available to the Borrowers under Facility
             A, the Swingline Facility and the Letters of Credit shall in any
             case not exceed the Total Commitments.

2.2  Finance Parties' rights and obligations

     2.2.1   The obligations of each Finance Party under the Finance Documents
             are several (conjointes et non solidaires). Failure by a Finance
             Party to perform its obligations under the Finance Documents does
             not affect the obligations of any other Party under the Finance
             Documents. No Finance Party is responsible for the obligations of
             any other Finance Party under the Finance Documents.

     2.2.2   The rights of each Finance Party under or in connection with the
             Finance Documents are separate and independent rights and any debt
             arising under the Finance Documents to a Finance Party from an
             Obligor shall be a separate and independent debt.

     2.2.3   A Finance Party may, except as otherwise stated in the Finance
             Documents, separately enforce its rights under the Finance
             Documents.

3.   PURPOSE

3.1  Purpose

     3.1.1   The Borrowers shall apply the proceeds of all Facility A Loans
             (other than Swingline Loans) towards the general corporate purposes
             of the Group (including working capital and capital expenditure).

     3.1.2   Each Swingline Borrower shall apply the proceeds of all Swingline
             Loans towards the refinancing of any note or other instrument
             maturing under a U.S. dollar commercial paper programme of such
             Swingline Borrower. A Swingline Loan may not be applied in
             repayment or prepayment of another Swingline Loan.


                                      -19-
<PAGE>

     3.1.3   The issue of a Letter of Credit may only be requested for the
             purposes mentioned in paragraph 6.2.2(h).

3.2  Monitoring

     No Finance Party is bound to monitor or verify the application of any
     amount borrowed pursuant to this Agreement.

4.   CONDITIONS OF UTILISATION

4.1  Initial conditions precedent

     4.1.1   No Borrower may deliver a Utilisation Request unless the Agent has
             received all of the documents and other evidence listed in Part A
             of Schedule 2 (Conditions precedent) in form and substance
             reasonably satisfactory to the Agent. The Agent shall notify the
             Company and the Lenders promptly upon being so satisfied.

     4.1.2   No Borrower may deliver a Utilisation Request unless the Agent has
             received evidence in form and substance reasonably satisfactory to
             it that on the date of the Utilisation Request the delivery and
             payment (reglement livraison) in respect of the rights issue of the
             Company launched on 9 November 2009 has been completed. The Agent
             shall notify the Company and the Lenders promptly upon being so
             satisfied.

4.2  Further conditions precedent

     The Lenders will not be obliged to comply with Clause 5.4 (Lenders'
     participation) in relation to a Utilisation Request by a particular
     Borrower if on the date of the Utilisation Request or on the proposed
     Utilisation Date:

     (a)     an Event of Default in relation to that Borrower is continuing or
             would result from the proposed Loan or an Event of Default in
             relation to the Guarantor is continuing or would result from the
             proposed Loan; or

     (b)     the Repeating Representations to be made by that Borrower or the
             Guarantor are not true and correct in all material respects.

4.3  Conditions relating to Optional Currencies

     4.3.1   A currency will constitute an Optional Currency in relation to a
             Facility A Loan if:

             (a)  it is readily available in the amount required and freely
                  transferable and convertible into the Base Currency in the
                  Relevant Interbank Market on the Quotation Day and the
                  Utilisation Date for that Loan; and


                                      -20-
<PAGE>

             (b)  it is U.S. dollars, sterling, yen, Swiss francs, Australian
                  dollars or Canadian dollars or has been approved by the Agent
                  (acting on the instructions of all of the Facility A Lenders)
                  on or prior to receipt by the Agent of the relevant
                  Utilisation Request for that Loan.

     4.3.2   If the Agent has received a written request from the Company for a
             currency to be approved under paragraph 4.3.1(b) above, the Agent
             will confirm to the Company by the Specified Time whether or not
             the Facility A Lenders have granted their approval.

     4.3.3   Notwithstanding paragraphs 4.3.1 and 4.3.2 above, if a Facility A
             Loan is to be denominated in an Optional Currency during an
             Interest Period relating thereto but to give effect to such request
             would result in Facility A Loans being outstanding in more than two
             Optional Currencies (other than U.S. dollars), the Agent shall
             notify the Borrowers and the Lenders and such Loan shall, (i) if
             requested by AXA Financial, be denominated in U.S. dollars, and
             (ii) if requested by any Borrower other than AXA Financial, be
             denominated in euro in an amount equal to its Base Currency Amount.

4.4  Maximum number of Utilisations

     4.4.1   A Borrower may not deliver a Utilisation Request if as a result of
             the proposed Utilisation fifteen (15) or more Facility A Loans
             (excluding, for the avoidance of doubt, Swingline Loans and Letters
             of Credit) would be outstanding.

     4.4.2   Any Loan made by a single Lender under Clause 10.2 (Unavailability
             of a currency) shall not be taken into account in this Clause 4.4
             (Maximum number of Utilisations).

                                      -21-
<PAGE>

                                   SECTION 3
                                  UTILISATION

5.   UTILISATION - LOANS

5.1  Delivery of a Utilisation Request

     5.1.1   A Borrower may utilise Facility A by delivery to the Agent of a
             duly completed Utilisation Request not later than the Specified
             Time.

     5.1.2   The Proposed Utilisation Date in any Utilisation Request shall not
             be earlier than three (3) Business Days (or in the case of sterling
             one (1) Business Day) following the date of the Utilisation Request
             (or such shorter period as may be reasonably agreed by the Agent in
             consultation with the Lenders under the Facility to which the
             Utilisation Request relates).

5.2  Completion of a Utilisation Request

     5.2.1   Each Utilisation Request is irrevocable and will not be regarded as
             having been duly completed unless:

             (a)  it identifies the Facility to be utilised;

             (b)  the proposed Utilisation Date is a Business Day within the
                  Availability Period for Facility A;

             (c)  the currency and amount of the Utilisation comply with Clause
                  5.3 (Currency and amount); and

             (d)  the proposed Interest Period complies with Clause 14 (Interest
                  Periods).

     5.2.2   Only one (1) Loan may be requested in each Utilisation Request.

5.3  Currency and amount

     5.3.1   The currency specified in a Utilisation Request under Facility A
             must be the Base Currency or an Optional Currency.

     5.3.2   The amount of the proposed Loan must be:

             (a)  if the currency selected is the Base Currency, an integral
                  multiple of ten million euro (EUR 10,000,000) which is at
                  least twenty million euro (EUR 20,000,000) or, if less, the
                  Available Facility; or

             (b)  if the currency selected is an Optional Currency, a Base
                  Currency Amount of at least twenty million euro (EUR
                  20,000,000) and thereafter in integral multiples of ten
                  million euro (EUR 10,000,000) or, if less, the Available
                  Facility; and

             (c)  in any event such that its Base Currency Amount is less than
                  or equal to the Available Facility.

                                      -22-
<PAGE>

5.4  Lenders' participation

     5.4.1   If the conditions set out in this Agreement have been met and
             subject to Clause 11 (Repayment), each Lender shall make its
             participation in each Loan available by the Utilisation Date
             through its Facility Office.

     5.4.2   The amount of each Facility A Lender's participation in each
             Facility A Loan will be equal to the proportion borne by its
             Available Commitment in respect of Facility A to the Available
             Facility A immediately prior to making the Loan.

     5.4.3   The Agent shall determine the Base Currency Amount of each Facility
             A Loan which is to be made in an Optional Currency and shall notify
             each Lender of the amount, currency and the Base Currency Amount of
             each Loan and the amount of its participation in that Loan, in each
             case by the Specified Time (and, if different, the amount of that
             participation to be made available in cash).

     5.4.4   When in Part A or Part C of Schedule 1, a "U.S. Affiliate" is
             specified against the name of a particular Facility A Lender, the
             participation of that Lender in any Facility A Loan may be made
             available as to the whole or part by that Affiliate through its
             Facility Office and if it does so:

             (a)  the Lender of which it is an Affiliate shall so inform the
                  Agent no later than the time when the corresponding payment is
                  made to the Agent under Clause 40.1 (Payments to the Agent);

             (b)  the Affiliate will be treated as a separate "Lender" for the
                  purposes of that Loan (but the Lender and its Affiliate will
                  be treated as having a single Commitment for all other
                  purposes, including the determination of Majority Lenders);
                  and

             (c)  any transfer thereafter by the Lender of which it is an
                  Affiliate of all its rights and obligations in respect of a
                  particular Facility must include its Affiliate's rights and
                  obligations in respect of Loans made under that Facility.

6.   UTILISATION - LETTERS OF CREDIT

6.1  General

     6.1.1   In this Clause 6 (Utilisation - Letters of Credit) and in Clause 7
             (The Letters of Credit):

             (a)  "L/C Proportion" means, in relation to a L/C Lender in respect
                  of any Letter of Credit, the proportion (expressed as a
                  percentage) borne by (1) its Available Commitment in respect
                  of Facility A (or the Available Commitment in respect of
                  Facility A of the Facility A Lender of which it is an
                  Affiliate) to (2) the Available Facility A immediately prior
                  to the issue of that Letter of Credit, adjusted to reflect any
                  transfer under this Agreement to or by that L/C Lender;


                                      -23-

<PAGE>

             (b)  "Term" means the period specified in the relevant Letter of
                  Credit during which the L/C Lenders are under a liability
                  under a Letter of Credit; and

             (c)  the "Expiry Date" of a Letter of Credit means the last day of
                  its initial Term or, if it is renewed, of the last Term for
                  which it is renewed, which in any event shall be no later than
                  the Termination Date.

     6.1.2   Any reference in this Agreement to:

             (a)  the Interest Period of a Letter of Credit will be construed as
                  a reference to a Term of that Letter of Credit;

             (b)  an amount borrowed includes any amount utilised by way of
                  Letter of Credit;

             (c)  a Utilisation made or to be made by a Borrower includes a
                  Letter of Credit issued on its behalf;

             (d)  a Lender funding its participation in a Utilisation includes
                  an L/C Lender participating in a Letter of Credit;

             (e)  amounts outstanding or payable under this Agreement include
                  amounts outstanding or payable under or in respect of any
                  Letter of Credit;

             (f)  an outstanding amount of a Letter of Credit at any time is the
                  maximum amount that is or may be payable by the Borrower in
                  respect of that Letter of Credit at that time;

             (g)  a Borrower "repaying" or "prepaying" a Letter of Credit means,
                  unless otherwise specified:

                  (i)   that Borrower, if it is a French company, providing cash
                        cover for that Letter of Credit;

                  (ii)  that Borrower, if it is not a French company, providing
                        cash cover for that Letter of Credit or granting to the
                        L/C Lenders security for amounts payable by it in
                        respect of that Letter of Credit in the form of a first
                        ranking pledge over Financial Instruments, or other
                        security in form and substance satisfactory to the L/C
                        Lenders;

                  (iii) the maximum amount payable under the Letter of Credit
                        being reduced in accordance with its terms; or

                  (iv)  the L/C Lenders being satisfied that they have no
                        further liability under that Letter of Credit,

                  and the amount by which a Letter of Credit is repaid or
                  prepaid under paragraphs 6.1.2(g)(i), 6.1.2(g)(ii) and
                  6.1.2(g)(iii) above is the amount of the relevant cash cover,
                  the market value of the Financial Instruments pledged or the
                  reduction; and

                                      -24-

<PAGE>

             (h)  a Borrower providing "cash cover" for a Letter of Credit
                  means:

                  (i)   a Borrower paying an amount in the currency of the
                        Letter of Credit to the Agent for the L/C Lenders pro
                        rata to their L/C Proportions when the following
                        conditions are met:

                        (A)   the payment is expressed to be a transfer to each
                              L/C Lender by way of cash collateral
                              (gage-especes) to secure amounts due and payable
                              to that L/C Lender under this Agreement in respect
                              of that Letter of Credit; and

                        (B)   the Borrower has executed a security document, in
                              form and substance satisfactory to each L/C Lender
                              providing that each amount so transferred to it
                              becomes repayable to the Borrower only when no
                              amount is or may be outstanding under the relevant
                              Letter of Credit, but that the Borrower will be
                              entitled to remuneration (corresponding,
                              economically, to interest on the amount
                              transferred until that time or until its
                              appropriation in discharge of secured liabilities)
                              at a rate per annum agreed between it and the
                              Agent as soon as practicable after the cash cover
                              is provided, the amount of that remuneration to be
                              retained as an addition to the cash collateral
                              (subject to paragraph 7.1.3(b)); or

                  (ii)  a Borrower providing cash collateral in some other form
                        approved by each L/C Lender, on the terms of a security
                        document, in form and substance satisfactory to each L/C
                        Lender, providing for interest on the cash collateral at
                        a rate per annum agreed between it and the Agent as soon
                        as practicable after the cash collateral is provided,
                        the amount of interest accrued from time to time to be
                        retained as in addition to the cash collateral (subject
                        to paragraph 7.1.3(b)).

     6.1.3   Clause 5 (Utilisation - Loans) does not apply to a Utilisation by
             way of Letter of Credit.

     6.1.4   In determining the amount of the Available Facility and a L/C
             Lender's L/C Proportion of a proposed Letter of Credit for the
             purposes of this Agreement, the Available Commitment of a Lender in
             relation to Facility A will be calculated ignoring any cash cover
             provided for outstanding Letters of Credit.

6.2  Issue of Letters of Credit

     6.2.1   A Borrower may request the issue of a Letter of Credit by delivery
             to the Agent of a duly completed Utilisation Request substantially
             in the form of Part B of Schedule 3 (Utilisation Request - Letters
             of Credit) not later than the Specified Time.


                                      -25-

<PAGE>

     6.2.2   Each Utilisation Request for a Letter of Credit is irrevocable and
             will not be regarded as having been duly completed unless:

             (a)  the proposed Utilisation Date is a Business Day within the
                  Availability Period for Facility A;

             (b)  the currency of the Letter of Credit is U.S. dollars;

             (c)  the amount of the Letter of Credit is not less than five
                  million U.S. dollars (USD 5,000,000) and not more than the
                  Available Facility A;

             (d)  the form of Letter of Credit is attached and complies with the
                  definition of "Letter of Credit" in Clause 1 (Definitions and
                  interpretation);

             (e)  the Term specified for the Letter of Credit ends no later than
                  the Termination Date;

             (f)  it confirms the name of the beneficiary and the delivery
                  instructions for the Letter of Credit are specified;

             (g)  the Letter of Credit is in favour of a beneficiary who is
                  domiciled in one of the states of the United States of America
                  or the District of Columbia (an "Approved Jurisdiction"); and

             (h)  it specifies that the Letter of Credit is issued to
                  collateralise the reinsurance risk underwriting business of
                  the AXA Group as required by the National Association of
                  Insurance Commissioners (the "NAIC") regulations or any
                  equivalent applicable regulations in the Approved
                  Jurisdictions or to replace letters of credit issued for those
                  purposes prior to the date of this Agreement.

     6.2.3   If the conditions for the issue of a Letter of Credit set out in
             this Agreement have been met, the L/C Lenders shall issue it, for
             which purpose they authorise the Agent to:

             (a)  complete the effective date of the Letter of Credit;

             (b)  complete the schedule to the Letter of Credit with the amount
                  of the L/C Proportion of each L/C Lender; and

             (c)  execute the Letter of Credit on behalf of each L/C Lender and
                  following such execution deliver it to the beneficiary on or
                  before the Utilisation Date.

     6.2.4   The L/C Lenders will not be obliged to comply with paragraph 6.2.3
             above in relation to a Utilisation Request by a particular Borrower
             if on the date of the Utilisation Request or on the proposed
             Utilisation Date:

             (a)  an Event of Default in relation to that Borrower is continuing
                  or would result from the proposed Utilisation or an Event of
                  Default in relation to the Guarantor is continuing or would
                  result from the proposed Utilisation; or


                                      -26-

<PAGE>

             (b)  the Repeating Representations to be made by that Borrower or
                  the Guarantor are not true and correct in all material
                  respects.

     6.2.5   Each Letter of Credit shall specify each of the L/C Lenders to be
             an issuer of the Letter of Credit with a purely several liability
             equal to its L/C Proportion of the face value of the Letter of
             Credit.

     6.2.6   On or before each Utilisation Date for a Letter of Credit, the
             Agent shall provide to each L/C Lender details as to: (i) its
             beneficiary and (ii) the amount corresponding to the L/C Proportion
             of that L/C Lender.

6.3  Renewal of Letters of Credit

     6.3.1   Each Letter of Credit shall, unless terminated in accordance with
             its terms or returned by the beneficiary, be renewed for the same
             period specified in the Utilisation Request for such Letter of
             Credit.

     6.3.2   The Agent shall, at least ninety (90) days before the end of the
             current Term of a Letter of Credit, notify the Borrower at whose
             request it was issued if it intends to give to the beneficiary of
             the Letter of Credit notice that it will not be renewed for a
             further term.

     6.3.3   The Agent shall (subject to paragraph 6.3.4 below) only be required
             to give such a notice to the beneficiary of a Letter of Credit if
             so requested by L/C Lenders whose L/C Proportions of that Letter of
             Credit together aggregate more than 66 (2)/3%.

     6.3.4   The Agent shall give such a notice to the beneficiary of a Letter
             of Credit if necessary to ensure that its Expiry Date falls on or
             before the Termination Date.

7.   THE LETTERS OF CREDIT

7.1  Letter of Credit Fees

     7.1.1   Each Borrower shall pay to the Agent (for the account of each L/C
             Lender) a letter of credit fee in U.S. dollars computed at the same
             rate as the Margin on the outstanding amount of each Letter of
             Credit requested by it for the period from the issue of that Letter
             of Credit until its Expiry Date. This fee shall be distributed
             according to each L/C Lender's L/C Proportion of that Letter of
             Credit.

     7.1.2   The accrued letter of credit fee on a Letter of Credit shall be
             payable on the last day of each successive period of three (3)
             months starting on the date of this Agreement which falls during
             any Term of the Letter of Credit and on the Expiry Date for that
             Letter of Credit.


                                      -27-

<PAGE>

     7.1.3   If a Borrower cash covers any part of a Letter of Credit then:

             (a)  the letter of credit fee payable for the account of each L/C
                  Lender shall continue to be payable until the Expiry Date of
                  the Letter of Credit;

             (b)  the Borrower will be entitled to use the remuneration accrued
                  on the cash cover to pay those fees.

7.2  Claims under a Letter of Credit

     7.2.1   Each Borrower irrevocably and unconditionally authorises the L/C
             Lenders to pay any claim made or purported to be made under a
             Letter of Credit requested by it and which appears on its face to
             be in order (a "claim").

     7.2.2   The Agent shall promptly after receipt of a claim under a Letter of
             Credit notify to the relevant Borrower details of the date of the
             claim, amount to be paid and the beneficiary (but no failure on the
             part of the Agent to provide those details shall adversely affect
             the rights of the L/C Lenders under this Clause 7 (The Letters of
             Credit)).

     7.2.3   Each Borrower which requested a Letter of Credit shall, on the date
             specified in its notification under paragraph 7.2.4 below, pay to
             the Agent for the L/C Lenders an amount equal to the amount of any
             claim under that Letter of Credit.

     7.2.4   Each Borrower which receives a notification under paragraph 7.2.2
             above, shall promptly notify to the Agent the date (falling not
             more than five (5) Business Days after receipt by it of the
             notification under paragraph 7.2.2 above) on which it will make the
             payment required by paragraph 7.2.3 above.

     7.2.5   Each Borrower acknowledges that the L/C Lenders:

             (a)  are not obliged to carry out any investigation or seek any
                  confirmation from any other person before paying a claim; and

             (b)  deal in documents only and will not be concerned with the
                  legality of a claim or any underlying transaction or any
                  available set-off, counterclaim or other defence of any
                  person.

     7.2.6   The obligations of a Borrower under this Clause will not be
             affected by:

             (a)  the sufficiency, accuracy or genuineness of any claim or any
                  other document; or

             (b)  any incapacity of, or limitation on the powers of, any person
                  signing a claim or other document.

     7.2.7   The Borrower which requested the issue of a Letter of Credit under
             which the L/C Lenders have paid a claim shall pay interest to the
             L/C Lenders on the amount of the claim for the period from the date
             on which the claim was paid by the L/C Lenders to the relevant
             beneficiary until the due date for reimbursement to them by the
             Borrower under paragraph 7.2.3 at a rate equal to that which would
             have applied (under Clause 13.1 (Calculation of Interest)) if the
             claim had constituted a Facility A Loan outstanding during an
             Interest Period corresponding to that period, and the due date for
             payment of that interest shall be the last day of that period.


                                      -28-

<PAGE>

7.3  Indemnities

     Each Borrower shall immediately on demand indemnify each L/C Lender against
     any reasonable and duly itemised cost, loss or liability incurred by it
     (otherwise than by reason of that L/C Lender's negligence or wilful
     misconduct) in acting as an L/C Lender in relation to any Letter of Credit
     requested by that Borrower.

8.   UTILISATION - SWINGLINE LOANS

8.1  General

     8.1.1   In this Clause, Clause 2.1 (The Facilities) and Clause 9 (Repayment
             and Prepayment of Swingline Loans):

             (a)  "Available Swingline Commitment" of a Swingline Lender means
                  (but without limiting Clause 8.5 (Relationship with Facility
                  A)) that Lender's Swingline Commitment minus:

                  (i)   the amount of its participation in any outstanding
                        Swingline Loans; and

                  (ii)  in relation to any proposed Utilisation under the
                        Swingline Facility, the amount of its participation in
                        any Swingline Loans that are due to be made under the
                        Swingline Facility on or before the proposed Utilisation
                        Date,

                  other than that Lender's participation in any Swingline Loans
                  that are due to be repaid or prepaid on or before the proposed
                  Utilisation Date.

             (b)  "Available Swingline Facility" means the aggregate for the
                  time being of each Swingline Lender's Available Swingline
                  Commitment.

             (c)  "New York Business Day" means a day (other than a Saturday or
                  Sunday) on which banks are open for general business in New
                  York City.

             (d)  "Overall Commitment" of a Lender means:

                  (i)   its Facility A Commitment; or

                  (ii)  in the case of a Swingline Lender which does not have a
                        Facility A Commitment, the Facility A Commitment of a
                        Lender which is its Affiliate.

             (e)  "Total Swingline Commitments" means the aggregate of the
                  Swingline Commitments, being one billion US dollars (USD
                  1,000,000,000) at the date of this Agreement.


                                      -29-

<PAGE>

     8.1.2   Any reference in this Agreement to an "Interest Period" includes
             each period determined under this Agreement by reference to which
             interest on a Swingline Loan is calculated.

     8.1.3   The following provisions do not apply to Swingline Loans:

             (a)  Clause 4 (Conditions of Utilisation), except for Clause 4.1
                  (Initial Conditions Precedent);

             (b)  Clause 5 (Utilisation - Loans);

             (c)  Clause 10 (Optional currencies);

             (d)  Clause 11.1 (Repayment);

             (e)  Clause 12.4 (Voluntary Prepayment);

             (f)  Clause 13 (Interest) as it applies to the calculation of
                  interest on a Loan but not default interest on an overdue
                  amount;

             (g)  Clause 14 (Interest Periods); and

             (h)  Clause 15 (Changes to the calculation of interest).

8.2  Delivery of a Utilisation Request for Swingline Loans

     8.2.1   A Borrower may utilise the Swingline Facility by delivery to the
             Swingline Agent with a copy to the Agent of a duly completed
             Utilisation Request in the form of Part C of Schedule 3
             (Utilisation Request - Swingline Loan) not later than the Specified
             Time.

     8.2.2   Each Utilisation Request for a Swingline Loan must be sent to the
             address in New York City notified by the Swingline Agent for this
             purpose with a copy to the Agent.

8.3  Completion of a Utilisation Request for Swingline Loans

     8.3.1   Each Utilisation Request for a Swingline Loan is irrevocable and
             will not be regarded as having been duly completed unless:

             (a)  the proposed Utilisation Date is a New York Business Day
                  within the Availability Period for the Swingline Facility;

             (b)  the Swingline Loan is denominated in U.S. dollars;

             (c)  the amount of the Swingline Loan is an amount which is not
                  more than the Available Swingline Facility and is a minimum of
                  U.S. dollars ten million (USD 10,000,000) or, if less, the
                  Available Swingline Facility; and

             (d)  the proposed Interest Period is specified and:

                  (i)   does not overrun the Termination Date; and


                                      -30-
<PAGE>

                  (ii)  is a period of not more than ten (10) New York Business
                        Days; and

                  (iii) ends on a New York Business Day.

     8.3.2   Only one Swingline Loan may be requested in each Utilisation
             Request, and only two Utilisation Requests may be made in respect
             of Swingline Loans to be made on the same Business Day.

8.4  Swingline Lenders' participation

     8.4.1   If the conditions set out in this Agreement have been met, each
             Swingline Lender shall make its participation in each Swingline
             Loan available through its Facility Office in New York City.

     8.4.2   The Swingline Lenders will not be obliged to comply with paragraph
             8.4.1 above if on the date of the Utilisation Request or on the
             proposed Utilisation Date:

             (a)  an Event of Default in relation to that Borrower or an Event
                  of Default in relation to the Guarantor is continuing or would
                  result from the proposed Utilisation; or

             (b)  the Repeating Representations to be made by that Borrower or
                  the Guarantor are not true in all material respects.

     8.4.3   The amount of each Swingline Lender's participation in each
             Swingline Loan will be equal to the proportion borne by its
             Available Swingline Commitment to the Available Swingline Facility
             immediately prior to making the Swingline Loan, adjusted to take
             account of any limit applying under Clause 8.5 (Relationship with
             Facility A).

     8.4.4   The Swingline Agent shall notify each Swingline Lender of the
             amount of each Swingline Loan and its participation in that
             Swingline Loan by the Specified Time.

8.5  Relationship with Facility A

     8.5.1   This Clause 8.5 (Relationship with Facility A) applies when a
             Swingline Loan is outstanding or is to be borrowed.

     8.5.2   Facility A may be used by way of Swingline Loans. The Swingline
             Facility is not independent of Facility A and is a sub-limit of
             Facility A. A Swingline Lender shall be a Facility A Lender or an
             Affiliate of a Facility A Lender.

     8.5.3   Notwithstanding any other term of this Agreement a Lender is only
             obliged to participate in a Facility A Loan or a Swingline Loan to
             the extent that it would not result in the aggregate Base Currency
             Amount of its participation and that of a Lender which is its
             Affiliate in the Facility A Loans and Swingline Loans exceeding its
             Overall Commitment.


                                      -31-
<PAGE>

9.   REPAYMENT AND PREPAYMENT OF SWINGLINE LOANS

9.1  Repayment

     9.1.1   A Borrower shall repay each Swingline Loan on the last day of its
             Interest Period.

     9.1.2   If a Swingline Loan is not repaid in full on its due date, the
             Swingline Agent shall (if requested to do so in writing by any
             affected Swingline Lender) set a date (the "Loss Sharing Date") on
             which payments shall be made between the Facility A Lenders to
             re-distribute the unpaid amount between them. The Swingline Agent
             shall give at least three (3) Business Days prior notice to each
             affected Facility A Lender of the Loss Sharing Date and notify it
             of the amounts to be paid or received by it.

     9.1.3   On the Loss Sharing Date each Facility A Lender must pay to the
             Swingline Agent its Proportion of the Unpaid Amount minus its (or
             its Affiliate's) Unpaid Swingline Participation (if any). If this
             produces a negative figure for a Facility A Lender no amount need
             be paid by that Facility A Lender.

             The "Proportion" of a Facility A Lender means the proportion borne
             by:

             (a)  its Facility A Commitment (or, if the Total Commitments are
                  then zero, its Facility A Commitment immediately prior to
                  their reduction to zero) minus the Base Currency Amount of its
                  participation (or that of a Facility A Lender which is its
                  Affiliate) in any outstanding Facility A Loans (but ignoring
                  its (or its Affiliate's) participation in the unpaid Swingline
                  Loan); to

             (b)  the Total Commitments (or, if the Total Commitments are then
                  zero, the Total Commitments immediately prior to their
                  reduction to zero) minus any outstanding Facility A Loans (but
                  ignoring the unpaid Swingline Loan).

             The "Unpaid Amount" means, in relation to a Swingline Loan, any
             principal not repaid and/or any interest accrued but unpaid on
             that Swingline Loan calculated from the Utilisation Date to the
             Loss Sharing Date.

             The "Unpaid Swingline Participation" of a Facility A Lender means
             that part of the Unpaid Amount (if any) owed to that Facility A
             Lender (or its Affiliate) (before any redistribution under this
             Clause 9.1 (Repayment)).

     9.1.4   Out of the funds received by the Swingline Agent pursuant to
             paragraph9.1.3 the Swingline Agent shall pay to each Swingline
             Lender an amount equal to the Shortfall (if any) of that Swingline
             Lender where:

             The "Shortfall" of a Swingline Lender is an amount equal to its
             Unpaid Swingline Participation minus its (or its Affiliate's)
             Proportion of the Unpaid Amount.

     9.1.5   If the amount actually received by the Swingline Agent from the
             Facility A Lenders is insufficient to pay the full amount of the
             Shortfall of all Swingline Lenders then the amount actually
             received will be distributed amongst the Swingline Lenders pro rata
             to the Shortfall of each Swingline Lender.


                                      -32-
<PAGE>

     9.1.6

             (a)  On a payment under this Clause, the paying Facility A Lender
                  will be subrogated to the rights of the Swingline Lenders
                  which have shared in the payment received, which Swingline
                  Lenders agree that they will in that connection waive the
                  benefit of Article 1252 of the French Code Civil.

             (b)  If and to the extent a paying Facility A Lender is not able to
                  rely on its rights under paragraph 9.1.6(a) above, the
                  relevant Borrower shall be liable to the paying Facility A
                  Lender for a debt equal to the amount the paying Facility A
                  Lender has paid under this Clause.

             (c)  Any payment under this Clause does not reduce the obligations
                  in aggregate of any Obligor.

9.2  Voluntary Prepayment of Swingline Loans

     9.2.1   A Borrower may prepay at any time the whole of a Swingline Loan.

     9.2.2   Unless a contrary indication appears in this Agreement, any part of
             the Swingline Facility which is prepaid may be reborrowed in
             accordance with the terms of this Agreement.

9.3  Interest

     9.3.1   Interest shall accrue on each Swingline Loan on each day of its
             Interest Period at the Swingline Interest Rate.

     9.3.2   The Swingline Agent shall promptly notify the Swingline Lenders and
             the relevant Borrower of the determination of the Swingline
             Interest Rate.

     9.3.3   The relevant Borrower shall pay accrued interest on each Swingline
             Loan made to it on the last day of its Interest Period.

9.4  Interest Period

     Each Swingline Loan has one (1) Interest Period only.

9.5  Conditions of assignment or transfer

     Notwithstanding any other term of this Agreement, each Facility A Lender
     shall ensure that at all times its Overall Commitment is not less than:

     (a)     its Swingline Commitment; or

     (b)     if it does not have a Swingline Commitment, the Swingline
             Commitment of a Swingline Lender which is its Affiliate.


                                      -33-
<PAGE>

10.   OPTIONAL CURRENCIES

10.1  Selection of currency

      A Borrower (or the Company on behalf of a Borrower) shall select the
      currency of a Loan in a Utilisation Request.

10.2  Unavailability of a currency

      If before the Specified Time on any Quotation Day:

      10.2.1  a Lender notifies the Agent that the Optional Currency requested
              is not readily available to it in the amount required; or

      10.2.2  a Lender notifies the Agent that compliance with its obligation to
              participate in a Loan in the proposed Optional Currency would
              contravene a law or regulation applicable to it,

      the Agent will give notice to the relevant Borrower to that effect by the
      Specified Time on that day. In this event, any Lender that gives notice
      pursuant to this Clause 10.2 (Unavailability of a currency) will be
      required to participate in the Loan in the Base Currency (in an amount
      equal to that Lender's proportion of the Base Currency Amount) and its
      participation will be treated as a separate Loan denominated in the Base
      Currency during that Interest Period.


                                      -34-
<PAGE>

                                   SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

11.   REPAYMENT

11.1  Each Borrower which has drawn a Loan shall repay that Loan on the last day
      of its Interest Period.

11.2  Without prejudice to each Borrower's obligation under Clauses 11.1 above,
      if one or more Facility A Loans are to be made available to a Borrower:

      11.2.1  on the same day that a maturing Loan is due to be repaid by that
              Borrower;

      11.2.2  in the same currency as the maturing Loan (unless it arose as a
              result of the operation of Clause 10.2 (Unavailability of a
              currency)); and

      11.2.3  in whole or in part for the purpose of refinancing the maturing
              Loan,

              the aggregate amount of the new Facility A Loans shall be treated
              as if applied in or towards repayment of the maturing Loan so
              that:

              (a)  if the amount of the maturing Loan exceeds the aggregate
                   amount of the new Facility A Loans:

                   (i)   the relevant Borrower will only be required to pay an
                         amount in cash in the relevant currency equal to that
                         excess; and

                   (ii)  each Lender's participation (if any) in the new
                         Facility A Loans shall be treated as having been made
                         available and applied by the Borrower in or towards
                         repayment of that Lender's participation (if any) in
                         the maturing Loan and that Lender will not be required
                         to make its participation in the new Facility A Loans
                         available in cash; and

              (b)  if the amount of the maturing Loan is equal to or less than
                   the aggregate amount of the new Facility A Loans:

                   (i)   the relevant Borrower will not be required to make any
                         payment in cash; and

                   (ii)  each Lender will be required to make its participation
                         in the new Facility A Loans available in cash only to
                         the extent that its participation (if any) in the new
                         Facility A Loans exceeds that Lender's participation
                         (if any) in the maturing Loan and the remainder of that
                         Lender's participation in the new Facility A Loans
                         shall be treated as having been made available and
                         applied by the Borrower in or towards repayment of that
                         Lender's participation in the maturing Loan.

11.3  At any time when a Lender becomes a Defaulting Lender, the maturity date
      of each of the participations of that Lender in the Facility A Loans then
      outstanding will be automatically extended to the Termination Date and
      will be treated as separate Facility A Loans (the "Separate Loans")
      denominated in the currency in which the relevant participations are
      outstanding.


                                      -35-
<PAGE>

11.4  A Borrower to whom a Separate Loan is outstanding may prepay that Loan by
      giving four (4) Business Days' prior notice to the Agent. The Agent will
      forward a copy of a prepayment notice received in accordance with this
      Clause 11.4 to the Defaulting Lender concerned as soon as practicable on
      receipt.

11.5  Interest in respect of a Separate Loan will accrue for successive Interest
      Periods selected by the Borrower by the time and date specified by the
      Agent (acting reasonably) and will be payable by that Borrower to the
      Defaulting Lender on the last day of each Interest Period of that Loan.

11.6  The terms of this Agreement relating to Facility A Loans generally shall
      continue to apply to Separate Loans other than to the extent inconsistent
      with Clauses 11.3 to 11.5 above, in which case those Clauses shall prevail
      in respect of any Separate Loan.

12.   PREPAYMENT AND CANCELLATION

12.1  Illegality

      If it becomes unlawful in any applicable jurisdiction for a Lender to
      perform any of its obligations as contemplated by this Agreement or to
      fund or maintain its participation in any Utilisation:

      (a)     that Lender shall promptly notify the Agent upon becoming aware of
              that event;

      (b)     upon the Agent notifying the Company (provided that such notice
              gives full details of the cause and the nature of the illegality
              and its impact on that Lender and provided also that such
              illegality is both certain and definitive and not one that only
              applies if that Lender fails to take certain steps which, acting
              reasonably, it is in a position to take), each Commitment of that
              Lender to which the illegality relates will be immediately
              cancelled; and

      (c)     each Borrower shall repay that Lender's participation in the
              Utilisations made to that Borrower on the last day of the Interest
              Period for each Utilisation occurring after the Agent has notified
              the Company or, if earlier, the date specified by the Lender in
              the notice delivered to the Agent (being no earlier than the last
              day of any applicable grace period permitted by law).

12.2  Change of control

      12.2.1  Hostile changes of control

              The Agent (acting on the instruction of the Majority Lenders) may,
              within thirty (30) days of the date upon which a hostile change of
              control of the Company becomes legally effective, by notice to the
              Company cancel the Total Commitments and declare all outstanding
              Utilisations, together with accrued interest and all other amounts
              outstanding under this Agreement (including amounts outstanding or
              in respect of any Letter of Credit) or accrued under the Finance
              Documents, due and payable on the date ninety (90) days after the
              date of the hostile change of control becoming legally effective
              or, if later, on the date specified in the notice. Any repayment
              made pursuant to this Clause 12.2 (Change of control) shall be
              made without penalty, cost or premium subject to Break Costs.


                                      -36-
<PAGE>

      12.2.2  Amicable changes of control

              If within thirty (30) days of the date on which an amicable change
              of control becomes effective, any two (2) specified rating
              agencies reduce the long-term counterparty credit rating (or
              equivalent) published by them in respect of the Company by more
              than two (2) notches (as compared with the ratings as immediately
              before such change of control) the Agent may (and, if so
              instructed by the Majority Lenders, shall):

              (a)  cancel the Total Commitments whereupon they shall immediately
                   be cancelled;

              (b)  declare that the Interest Period of any Loan having an
                   Interest Period greater than six (6) months is reduced to six
                   (6) months; and

              (c)  declare that each Letter of Credit is immediately due and
                   payable whereupon each Borrower that requested the issue of a
                   Letter of Credit shall within two (2) Business Days repay it.

      12.2.3  Definitions

              For the purposes of Clauses 12.2.1 (Hostile changes of control)
              and 12.2.2 (Amicable changes of control):

              (a)  there is a "change of control" if the Company (or any company
                   into which the Company is merged) is controlled, directly or
                   indirectly, by a person who is not a member of the Current
                   Control Group or a successor to or company controlled by one
                   or more members of the Current Control Group provided that no
                   such change of control of the Company shall be taken into
                   account if immediately after such change of control the other
                   members of the Current Control Group acting separately or in
                   concert, continue to control the Company;

              (b)  a "hostile change of control" is a change of control in
                   respect of which the decision of the Company's Conseil de
                   Surveillance on the last occasion on which it discussed the
                   change of control prior to its taking place was that it did
                   not recommend or approve of the change of control;

              (c)  an "amicable change of control" is a change of control in
                   respect of which the decision of the Company's Conseil de
                   Surveillance on the last occasion on which it discussed the
                   change of control prior to its taking place was that it
                   recommended or approved the change of control;


                                      -37-
<PAGE>

              (d)  if the Company's Conseil de Surveillance (i) is not under an
                   obligation to take any decision with respect to a change of
                   control and (ii) does not, in fact, take any such decision,
                   then:

                   (i)   if the change of control in question arises as a result
                         of a transfer of shares by one or more members of the
                         Current Control Group, the Conseil de Surveillance will
                         be deemed to have recommended that change in control;
                         and

                   (ii)  if the change of control in question results from
                         dealings in shares of the Company which do not involve
                         the Current Control Group, the Conseil de Surveillance
                         will be deemed to have stated that it does not
                         recommend that change in control;

              (e)  "Current Control Group" means (i) AXA Assurances IARD
                   Mutuelle and AXA Assurances Vie Mutuelle and (ii) any other
                   entity incorporated in France and created at the initiative
                   of (A) any member of the Current Control Group and (B) the
                   persons who, acting separately or in concert, directly or
                   indirectly control or are controlled by the Company on the
                   date of the Agreement;

              (f)  "control" has the meaning given in article L.233-3 of the
                   French Code de Commerce, as of the date of this Agreement;
                   and

              (g)  the "specified rating agencies" are Standard & Poor's Rating
                   Services, Moody's Investors Service, Inc and Fitch Ratings
                   Ltd.

12.3  Voluntary cancellation

      12.3.1  The Company may, if it gives the Agent not less than four (4)
              Business Days' irrevocable prior notice, cancel the whole or any
              part of the Available Facility A which is an integral multiple of
              one million euro (EUR 1,000,000) and at least twenty million euro
              (EUR 20,000,000).

      12.3.2  Any cancellation under this Clause 12.3 (Voluntary cancellation)
              shall reduce the Commitments of the Lenders rateably under the
              relevant Facility.

12.4  Voluntary Prepayment

      The Borrower to which a Utilisation has been made may, if it gives the
      Agent not less than four (4) Business Days' irrevocable prior notice:

              (a)  prepay the whole or any part of a Facility A Loan (but if in
                   part, by an amount that reduces the Base Currency Amount of
                   that Loan by an amount which is an integral multiple of one
                   million euro (EUR 1,000,000) and at least twenty million euro
                   (EUR 20,000,000)); and/or

              (b)  prepay the whole or any part of a Letter of Credit (but if in
                   part, by an amount that reduces the amount of that Letter of
                   Credit by an amount which is an integral multiple of one
                   million U.S. dollars (USD 1,000,000) and at least five
                   million U.S. dollars (USD 5,000,000).


                                      -38-
<PAGE>

12.5  Right of replacement or repayment and cancellation in relation to a single
      Lender

      12.5.1  If:

              (a)  any sum payable to any Lender by an Obligor is required to be
                   increased under paragraph 17.2.3 of Clause 17.2 (Tax
                   gross-up); or

              (b)  any Lender claims indemnification from the Company under
                   Clause 17.3 (Tax indemnity) or Clause 18.1 (Increased costs);
                   or

              (c)  any Lender notifies the Agent of its Additional Cost Rate
                   under paragraph 3 of Schedule 4 (Mandatory Cost Formulae); or

              (d)  any interest accrued by a French Obligor under this Agreement
                   is not deductible from that French Obligor's taxable income
                   by reason of that interest being (i) accrued or paid to a
                   Lender incorporated, domiciled, established, or acting
                   through a Facility Office situated in a Non-Cooperative
                   Jurisdiction or (ii) paid to an account or financial
                   intermediary situated in a Non-Cooperative Jurisdiction,

              the Company may, whilst the circumstance giving rise to the
              requirement for that increase or indemnification continues,
              give the Agent notice of cancellation of each Commitment of that
              Lender and its intention to procure the repayment of that
              Lender's participation and that of a Lender which is its
              Affiliate in the Utilisations or give the Agent notice of its
              intention to replace that Lender in accordance with paragraph
              12.5.4 below.

      12.5.2  On receipt of a notice of cancellation referred to in paragraph
              12.5.1 above, each Commitment of that Lender shall immediately be
              reduced to zero.

      12.5.3  On the last day of each Interest Period which ends after the
              Company has given notice of cancellation under paragraph 12.5.1
              above (or, if earlier, the date specified by the Company in that
              notice), each Borrower shall repay that Lender's participation and
              that of a Lender which is its Affiliate in each Utilisation made
              by it which is then outstanding.

      12.5.4  The Company may, in the circumstances set out in paragraph 12.5.1
              above, on ten (10) Business Days' prior notice to the Agent and
              that Lender, replace that Lender by requiring that Lender to (and,
              to the extent permitted by law, that Lender shall) transfer
              pursuant to Clause 33 (Changes to the Lenders) all (and not part
              only) of its rights and obligations under this Agreement to a New
              Lender selected by the Company which confirms its willingness to
              assume and does assume all the obligations of the transferring
              Lender in accordance with Clause 33 (Changes to the Lenders) for a
              purchase price in cash or other cash payment payable at the time
              of the transfer equal to the outstanding principal amount of such
              Lender's participation in the outstanding Loans and all accrued
              interest (to the extent that the Agent has not given a
              notification under Clause 35 (Pro rata interest settlement)),
              Break Costs and other amounts payable in relation thereto under
              the Finance Documents.


                                      -39-
<PAGE>

      12.5.5  The replacement of a Lender pursuant to paragraph 12.5.4 above
              shall be subject to the following conditions:

              (a)  the Company shall have no right to replace the Agent;

              (b)  neither the Agent nor any Lender shall have any obligation to
                   find a replacement Lender; and

              (c)  in no event shall the Lender replaced under paragraph 12.5.4
                   above be required to pay or surrender any of the fees
                   received by such Lender pursuant to the Finance Documents.

12.6  Mandatory prepayment and cancellation in relation to a single Lender

      If it becomes unlawful for a Borrower to perform any of its obligations to
      any Lender under paragraph 17.2.3 of Clause 17.2 (Tax gross-up) or under
      an equivalent provision of any Finance Document:

      12.6.1  the Company shall promptly notify the Agent upon becoming aware of
              that event;

      12.6.2  upon the Agent notifying that Lender, each of its Commitments will
              be immediately reduced to zero; and

      12.6.3  that Borrower shall repay that Lender's participation and that of
              a Lender which is its Affiliate in each Utilisation made by it
              which is then outstanding on whichever is the later of the date
              specified by that Lender in a notice delivered to the Agent (being
              no earlier than the last day of any applicable grace period
              permitted by law) and the date which is thirty (30) days after the
              Agent's notification referred to in paragraph 12.6.2 above.

12.7  Restrictions

      12.7.1  Any notice of cancellation or prepayment given by any Party under
              this Clause 12 shall be irrevocable and, unless a contrary
              indication appears in this Agreement, shall specify the date or
              dates upon which the relevant cancellation or prepayment is to be
              made and the amount of that cancellation or prepayment.

      12.7.2  Any prepayment under this Agreement shall be made together with
              accrued interest on the amount prepaid and, subject to any Break
              Costs, without premium or penalty.

      12.7.3  Unless a contrary indication appears in this Agreement, any part
              of Facility A which is prepaid may be reborrowed in accordance
              with the terms of this Agreement.

      12.7.4  The Borrowers shall not repay or prepay all or any part of the
              Utilisations or cancel all or any part of the Commitments except
              at the times and in the manner expressly provided for in this
              Agreement.


                                      -40-
<PAGE>

      12.7.5  No amount of the Total Commitments cancelled under this Agreement
              may be subsequently reinstated.

      12.7.6  If the Agent receives a notice under this Clause 12, it shall
              promptly forward a copy of that notice to either the Company or
              the affected Lender, as appropriate.

12.8  Right of cancellation in relation to a Defaulting Lender

      12.8.1  If any Lender becomes a Defaulting Lender, the Company may, at any
              time whilst the Lender continues to be a Defaulting Lender, give
              the Agent not less than ten (10) Business Days' notice of
              cancellation of each Available Commitment of that Lender.

      12.8.2  On the notice referred to in paragraph 12.8.1 above becoming
              effective, each Available Commitment of the Defaulting Lender
              shall immediately be reduced to zero.

      12.8.3  The Agent shall as soon as practicable after receipt of a notice
              referred to in paragraph 12.8.1 above, notify all the Lenders.


                                      -41-
<PAGE>

                                   SECTION 5
                              COSTS OF UTILISATION

13.   INTEREST

13.1  Calculation of interest

      The rate of interest on each Loan for each Interest Period is the
      percentage rate per annum which is the aggregate of the applicable:

      (a)  Margin;

      (b)  LIBOR or, in relation to any Loan in euro, EURIBOR; and

      (c)  Mandatory Cost, if any.

13.2  Payment of interest

      The Borrower to which a Loan has been made shall pay accrued interest on
      that Loan on the last day of its Interest Period (and, if the Interest
      Period is longer than six Months, on the dates falling at six-monthly
      intervals after the first day of the Interest Period).

13.3  Default interest

      13.3.1  If an Obligor fails to pay any amount payable by it under a
              Finance Document on its due date, interest shall accrue to the
              fullest extent permitted by law on the overdue amount from the due
              date up to the date of actual payment (both before and after
              judgment) at a rate which, subject to paragraph 13.3.2 below, is
              one per cent (1%) higher than the rate which would have been
              payable if the overdue amount had, during the period of
              non-payment, constituted a Loan in the currency of the overdue
              amount for successive Interest Periods, each of a duration
              selected by the Agent (acting reasonably). Any interest accruing
              under this Clause 13.3 shall be immediately payable by the Obligor
              on demand by the Agent.

      13.3.2  If any overdue amount consists of all or part of a Loan which
              became due on a day which was not the last day of an Interest
              Period relating to that Loan:

              (a)  the first Interest Period for that overdue amount shall have
                   a duration equal to the unexpired portion of the current
                   Interest Period relating to that Loan; and

              (b)  the rate of interest applying to the overdue amount during
                   that first Interest Period shall be one per cent (1%) higher
                   than the rate which would have applied if the overdue amount
                   had not become due.

      13.3.3  Default interest (if unpaid) arising on an overdue amount will be
              compounded with the overdue amount only if, within the meaning of
              Article 1154 of the French Code Civil, such interest is due for a
              period of at least one (1) year, but will remain immediately due
              and payable.


                                      -42-
<PAGE>

13.4  Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the
determination of a rate of interest under this Agreement.

13.5  Effective Global Rate (Taux Effectif Global)

      For the purposes of Articles L.313-1 et seq. R313-1 and R313-2 of the Code
      de la Consommation (if applicable), the Parties acknowledge that by virtue
      of certain characteristics of the Facilities (and in particular the
      variable interest rate applicable to Loans and the Borrower's right to
      select the currency and the duration of the Interest Period for each Loan)
      the taux effectif global cannot be calculated at the date of this
      Agreement. However, the Original Borrowers acknowledge that they have
      received from the Agent a letter containing an indicative calculation of
      the taux effectif global, based on figured examples calculated on
      assumptions as to the taux de periode and duree de periode set out in the
      letter. The Parties acknowledge that that letter forms part of this
      Agreement.

14.   INTEREST PERIODS

14.1  Selection of Interest Periods

      14.1.1  A Borrower may select an Interest Period for a Loan in the
              Utilisation Request for that Loan.

      14.1.2  Subject to this Clause 14 (Interest Periods), a Borrower may
              select an Interest Period of one (1), two (2), three (3) or six
              (6) Months or any other period agreed between the Company and the
              Agent (acting on the instructions of all the Lenders).

      14.1.3  An Interest Period for a Facility A Loan or a Swingline Loan shall
              not extend beyond the Termination Date.

      14.1.4  A Loan has one (1) Interest Period only.

14.2  Non-Business Days

      If an Interest Period would otherwise end on a day which is not a Business
      Day, that Interest Period will instead end on the next Business Day in
      that calendar month (if there is one) or the preceding Business Day (if
      there is not).

15.   CHANGES TO THE CALCULATION OF INTEREST

15.1  Absence of quotations

      Subject to Clause 15.2 (Market disruption), if LIBOR or, if applicable,
      EURIBOR is to be determined by reference to the Reference Banks but a
      Reference Bank does not supply a quotation by noon (12.00 p.m.) on the
      Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the
      basis of the quotations of the remaining Reference Banks.


                                      -43-
15.2  Market disruption

      15.2.1  If a Market Disruption Event occurs in relation to a Loan for any
              Interest Period, then the relevant Borrower may withdraw its
              Utilisation Request by notice delivered to the Agent no later than
              5.00 p.m. on the Business Day preceding the Utilisation Date
              subject to any Break Costs but otherwise without premium or
              penalty. If the relevant Borrower does not so notify the Agent,
              then the rate of interest on each Lender's share of that Loan for
              the Interest Period shall be the rate per annum which is the sum
              of:

              (a)  the Margin;

              (b)  the rate notified to the Agent by that Lender as soon as
                   practicable and in any event before interest is due to be
                   paid in respect of that Interest Period, to be that which
                   expresses as a percentage rate per annum the cost to that
                   Lender of funding its participation in that Loan from
                   whatever source it may reasonably select;

              (c)  the Mandatory Cost, if any, applicable to that Lender's
                   participation in the Loan.

      15.2.2  In this Agreement "Market Disruption Event" means:

              (a)  at or about noon on the Quotation Day for the relevant
                   Interest Period the Screen Rate is not available and none or
                   only one of the Reference Banks supplies a rate to the Agent
                   to determine LIBOR or, if applicable, EURIBOR for the
                   relevant currency and Interest Period; or

              (b)  before close of business in Paris on the Quotation Day for
                   the relevant Interest Period, the Agent receives
                   notifications from a Lender or Lenders (whose aggregate
                   participation in a Loan exceeds fifty per cent (50%) of that
                   Loan) that the cost to it or to them of obtaining matching
                   deposits in the Relevant Interbank Market would be in excess
                   of LIBOR or, if applicable, EURIBOR.

      15.2.3  Alternative basis of interest or funding

              (a)  If a Market Disruption Event occurs and the Agent or the
                   Company so requires, the Agent and the Company shall enter
                   into negotiations (for a period of not more than thirty (30)
                   days) with a view to agreeing a substitute basis for
                   determining the rate of interest.

              (b)  Any alternative basis agreed pursuant to paragraph 15.2.1
                   above shall, with the prior consent of all the Lenders and
                   the Company, be binding on all Parties.

      15.2.4  The Agent shall promptly, and in any event no later than 10.00
              a.m. Paris time on the Business Day following the relevant
              Quotation Day, notify AXA and the relevant Borrower of the
              occurrence of a Market Disruption Event.


                                      -44-
<PAGE>

15.3  Break Costs

      15.3.1  Each Borrower shall, within three (3) Business Days of demand by a
              Finance Party, pay to that Finance Party its Break Costs
              attributable to all or any part of a Loan or Unpaid Sum being paid
              by that Borrower on a day other than the last day of an Interest
              Period for that Loan or Unpaid Sum.

      15.3.2  Each Lender shall, as soon as reasonably practicable after a
              demand by the Agent, provide a certificate confirming the amount
              of its Break Costs for any Interest Period in which they accrue.

16.   FEES

16.1  Non-Utilisation Fee

      The Company shall pay to the Agent (for the account of each Lender) a
      non-utilisation fee in the amounts and at the times agreed in the
      Commercial Terms Side Letter.

16.2  Arrangement and participation fees

      The Company shall pay to the Arrangers an arrangement fee and a
      participation fee in the amounts and at the times agreed in the Mandate
      Letter.

16.3  Agency fee

      The Company shall pay to the Agent (for its own account) an agency fee in
      the amount and at the times agreed in a separate agreement between the
      Agent and the Company.


                                      -45-
<PAGE>

                                   SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

17.   TAX GROSS-UP AND INDEMNITIES

17.1  Definitions

      17.1.1  In this Agreement:

              "Protected Party" means a Finance Party which is or will be
              subject to any liability, or required to make any payment, for or
              on account of Tax in relation to a sum received or receivable (or
              any sum deemed for the purposes of Tax to be received or
              receivable) under a Finance Document.

              "Qualifying Lender" means a Lender which:

              (a)  with respect to payments from Obligors incorporated in
                   France, has its Facility Office in France or fulfils the
                   conditions imposed by French law in order for a payment not
                   to be subject to any Tax Deduction or is a Treaty Lender in
                   respect of France;

              (b)  with respect to payments made by or on behalf of a U.S.
                   Borrower:

                   (i)   is a U.S. Person; or

                   (ii)  is entitled to receive payments in respect of a
                         Utilisation without deduction or withholding of any
                         United States federal income tax either as a result of
                         such payments being effectively connected with trade or
                         business within the United States of America or under a
                         portfolio interest exemption; or

                   (iii) is a Treaty Lender in respect of the United States of
                         America;

              (c)  with respect to payments from Obligors incorporated in the
                   United Kingdom, is beneficially entitled to interest payable
                   to it in respect of an advance under a Finance Document and
                   is:

                   (i)   a Lender:

                         (A)  which is a bank (as defined for the purpose of
                              section 349 of the Taxes Act) making an advance
                              under a Finance Document; or

                         (B)  in respect of an advance made under a Finance
                              Document by a person that was a bank (as defined
                              for the purpose of section 349 of the Taxes Act)
                              at the time that that advance was made,

                         and which is within the charge to United Kingdom
                         corporation tax as respects any payments of interest
                         made in respect of that advance; or


                                      -46-
<PAGE>

                   (ii)  a Treaty Lender in respect of the United Kingdom; and

              (d)  with respect to payments from Obligors incorporated in
                   another jurisdiction, is a Treaty Lender in respect of that
                   jurisdiction.

              "Tax Credit" means a credit against, relief or remission for, or
              repayment of any Tax.

              "Tax Deduction" means a deduction or withholding for or on account
              of Tax from a payment under a Finance Document.

              "Tax Payment" means either an increased payment made by an Obligor
              to a Finance Party under Clause 17.2 (Tax gross-up) or a payment
              under Clause 17.3 (Tax indemnity).

              "Treaty Lender" means in respect of a jurisdiction, a Lender which
              is entitled under a double taxation agreement (subject to the
              completion of any necessary procedural formalities) to receive
              payments of interest from that jurisdiction without a Tax
              Deduction.

      17.1.2  Unless a contrary indication appears, in this Clause 17, a
              reference to "determines" or "determined" means a determination
              made in the absolute discretion of the person making the
              determination.

17.2  Tax gross-up

      17.2.1  Each Obligor shall make all payments to be made by it under the
              Finance Documents without any Tax Deduction, unless a Tax
              Deduction is required by law.

      17.2.2  Each Obligor shall promptly upon becoming aware that it must make
              a Tax Deduction (or that there is any change in the rate or the
              basis of a Tax Deduction) notify the Agent accordingly. Similarly,
              a Lender shall notify the Agent on becoming so aware in respect of
              a payment payable to that Lender. If the Agent receives such
              notification from a Lender it shall notify the Company and that
              Obligor.

      17.2.3  If a Tax Deduction is required by law to be made by an Obligor,
              the amount of the payment due from that Obligor shall be increased
              to an amount which (after making any Tax Deduction) leaves an
              amount equal to the payment which would have been due if no Tax
              Deduction had been required.

      17.2.4  An Obligor is not required to make an increased payment to a
              Lender under paragraph 17.2.3 above for a Tax Deduction in respect
              of Tax imposed by its jurisdiction of incorporation (or, with
              respect to AXA Bermuda, the United States) on a payment of
              interest, if on the date on which the payment falls due:

              (a)  the payment could have been made to the relevant Lender
                   without a Tax Deduction if it had been a Qualifying Lender
                   with respect to the payment in question, but on that date
                   that Lender is not or has ceased to be a Qualifying Lender
                   other than as a result of any change after the date it became
                   a Lender under this Agreement in (or in the interpretation,
                   administration, or application of) any law or double taxation
                   agreement, or any published practice or concession of any
                   relevant taxing authority; or


                                      -47-
<PAGE>

              (b)  the relevant Lender is a Treaty Lender and the Obligor making
                   the payment is able to demonstrate that the payment could
                   have been made to the Lender without the Tax Deduction had
                   that Lender complied with its obligations under paragraph
                   17.2.7,

              provided that the exclusion for changes after the date a Lender
              became a Lender under this Agreement in paragraph 17.2.4(a) above
              shall not apply in respect of any Tax Deduction on account of Tax
              imposed by France on a payment made to a Lender if such Tax
              Deduction is imposed solely on account of (x) this Lender being
              incorporated, domiciled, established, or acting through a Facility
              Office situated in a Non-Cooperative Jurisdiction or (y) this
              payment being made to an account or financial intermediary
              situated in a Non-Cooperative Jurisdiction.

      17.2.5  If an Obligor is required to make a Tax Deduction, that Obligor
              shall make that Tax Deduction and any payment required in
              connection with that Tax Deduction within the time allowed and in
              the minimum amount required by law.

      17.2.6  Within thirty days of making either a Tax Deduction or any payment
              required in connection with that Tax Deduction, the Obligor making
              that Tax Deduction shall deliver to the Agent for the Finance
              Party entitled to the payment evidence reasonably satisfactory to
              that Finance Party that the Tax Deduction has been made or (as
              applicable) any appropriate payment paid to the relevant taxing
              authority.

      17.2.7  A Treaty Lender and each Obligor which makes a payment to which
              that Treaty Lender is entitled shall co-operate in completing any
              procedural formalities necessary for (i) that Obligor to obtain
              authorisation to make that payment without a Tax Deduction or (ii)
              for the Obligor to obtain a reimbursement for a Tax Deduction from
              the relevant taxing authority. With respect to payments made from
              or on behalf of a Borrower which is a U.S. Person, each Lender
              shall supply to that Borrower's paying agent a properly completed
              and executed United States Internal Revenue Service Form W-8BEN (a
              "Form W-8BEN") and will supply additional Form W-8BENs (or
              appropriate successor forms) within thirty (30) days of written
              request by that Borrower.

      17.2.8  Any Lender which is not incorporated in France and which acts
              through a Facility Office in France shall, for so long as such
              certificate is required to be delivered to French Obligors in
              order to prevent any Tax Deductions in respect of payments by
              French Obligors to such Lender:

              (a)  as soon as reasonably practicable after the date on which it
                   becomes a Party to this Agreement, but before any payment of
                   interest is due, deliver to the French Obligors through the
                   Agent a tax certificate duly issued by the French Tax
                   authorities evidencing such Lender's place of taxation in
                   France for French Tax purposes, and


                                      -48-
<PAGE>

              (b)  deliver a renewed tax certificate periodically in accordance
                   with French Tax law.

17.3 Tax indemnity

      17.3.1  The Company shall (within three Business Days of demand by the
              Agent) pay to a Protected Party an amount equal to the loss,
              liability or cost which that Protected Party determines will be or
              has been (directly or indirectly) suffered for or on account of
              Tax by that Protected Party in respect of a payment under a
              Finance Document.

      17.3.2  Paragraph 17.3.1 above shall not apply:

              (a)  with respect to any Tax assessed on a Finance Party:

                   (i)   under the law of the jurisdiction in which that Finance
                         Party is incorporated or, if different, the
                         jurisdiction (or jurisdictions) in which that Finance
                         Party is treated as resident for tax purposes; or

                   (ii)  under the law of the jurisdiction in which that Finance
                         Party's Facility Office is located in respect of
                         amounts received or receivable in that jurisdiction,

                   if that Tax is imposed on or calculated by reference to the
                   net income received or receivable (but not any sum deemed to
                   be received or receivable) by that Finance Party, including
                   any branch profits or similar Tax in effect as of the
                   Signing Date; or

              (b)  to the extent a loss, liability or cost:

                   (i)   is compensated for by an increased payment under
                         Clause 17.2 (Tax gross-up); or

                   (ii)  would have been compensated for by an increased payment
                         under Clause 17.2 (Tax gross-up) but was not so
                         compensated solely because one of the exclusions in
                         paragraph 17.2.4 of Clause 17.2 (Tax gross-up) applied.

      17.3.3  A Protected Party making, or intending to make a claim under
              paragraph 17.3.1 above shall promptly notify the Agent of the
              event which will give, or has given, rise to the claim, following
              which the Agent shall notify the Company.

      17.3.4  A Protected Party shall, on receiving a payment from an Obligor
              under this Clause 17.3, notify the Agent.


                                      -49-
<PAGE>

17.4  Tax Credit

      If an Obligor makes a Tax Payment and the relevant Finance Party
      determines that:

      17.4.1  a Tax Credit is attributable to that Tax Payment; and

      17.4.2  that Finance Party has obtained, utilised and retained that Tax
              Credit,

              the Finance Party shall pay an amount to the Obligor which that
              Finance Party determines will leave it (after that payment) in the
              same after-Tax position as it would have been in had the Tax
              Payment not been required to be made by the Obligor.

17.5  Lender status confirmation

      17.5.1  Each Lender which becomes a Party to this Agreement after the date
              of this Agreement shall indicate, in the Transfer Agreement which
              it executes on becoming a Party, and for the benefit of the Agent
              and without liability to any Obligor, which of the following
              categories it falls in:

              (a)  not a Qualifying Lender;

              (b)  a Qualifying Lender (other than a Treaty Lender); or

              (c)  a Treaty Lender.

      17.5.2  Such Lender shall also indicate, in the Transfer Agreement which
              it executes on becoming a Party, whether it is incorporated,
              domiciled, established, or acting through a Facility Office
              situated in a Non-Cooperative Jurisdiction.

      17.5.3  If a New Lender fails to indicate its status in accordance with
              this Clause 17.5 then such New Lender shall be treated for the
              purposes of this Agreement (including by each Obligor) as if it
              were not a Qualifying Lender until such time as it notifies the
              Agent which category applies (and the Agent, upon receipt of such
              notification, shall inform the Company). For the avoidance of
              doubt, a Transfer Agreement shall not be invalidated by any
              failure of a Lender to comply with this Clause 17.5.

17.6  Stamp taxes

      The Company shall pay and, within three (3) Business Days of demand,
      indemnify each Finance Party against any duly itemised cost, loss or
      liability that Finance Party incurs in relation to all stamp duty,
      registration and other similar Taxes payable in respect of any Finance
      Document.

17.7  Value added tax

      17.7.1  All consideration expressed to be payable under a Finance Document
              by any Party to a Finance Party shall be deemed to be exclusive of
              any VAT. If VAT is chargeable on any supply made by any Finance
              Party to any other Party in connection with a Finance Document,
              that Party shall pay to the Finance Party (in addition to and at
              the same time as paying the consideration) an amount equal to the
              amount of the VAT.


                                      -50-
<PAGE>

      17.7.2  Where a Finance Document requires any Party to reimburse a Finance
              Party for any costs or expenses, that Party shall also at the same
              time pay and indemnify the Finance Party against all VAT incurred
              by the Finance Party in respect of the costs or expenses to the
              extent that the Finance Party reasonably determines that it is not
              entitled to credit or repayment of the VAT.

18.   INCREASED COSTS

18.1  Increased costs

      18.1.1  Subject to Clause 18.3 (Exceptions) the Company shall, within
              three (3) Business Days of a demand by the Agent, pay for the
              account of a Finance Party the amount of any Increased Costs
              incurred by that Finance Party or any of its Affiliates as a
              result of (i) the introduction of or any change in (or in the
              interpretation, administration or application of) any law or
              regulation or (ii) compliance with any law or regulation made
              after the date of this Agreement ((i) or (ii) is in this Clause 18
              (Increased Costs) called a "change of law").

      18.1.2  In this Agreement "Increased Costs" means:

              (a)  a reduction in the rate of return from the Facility or on a
                   Finance Party's (or its Affiliate's) overall capital;

              (b)  an additional or increased cost; or

              (c)  a reduction of any amount due and payable under any Finance
                   Document,

              which is incurred or suffered by a Finance Party or any of its
              Affiliates to the extent that it is attributable to that Finance
              Party having entered into its Commitment or funding or performing
              its obligations under any Finance Document.

18.2  Increased cost claims

      18.2.1  A Finance Party intending to make a claim pursuant to Clause 18.1
              (Increased costs) shall as soon as practicable notify the Agent of
              the event giving rise to the claim, following which the Agent
              shall promptly notify the Company.

      18.2.2  Each Finance Party shall, as soon as practicable after a demand by
              the Agent, provide a certificate confirming the amount and, to the
              extent reasonably practicable, the basis of calculation, of its
              Increased Costs.

18.3  Exceptions

      Clause 18.1 (Increased costs) does not apply to the extent any Increased
      Cost is:

      18.3.1  attributable to a Tax Deduction required by law to be made by an
              Obligor;

      18.3.2  compensated for by Clause 17.3 (Tax indemnity) (or would have been
              compensated for under Clause 17.3 (Tax indemnity) but was not so
              compensated solely because one of the exclusions in paragraph
              17.3.2 of Clause 17.3 (Tax indemnity) applied);


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      18.3.3  compensated for by the payment of the Mandatory Cost;

      18.3.4  attributable to the breach by the relevant Finance Party or its
              Affiliates of any law or regulation;

      18.3.5  attributable to the implementation or application of or compliance
              with the "International Convergence of Capital Measurement and
              Capital Standards, a Revised Framework" published by the Basel
              Committee on Banking Supervision in June 2004 in the form existing
              on the date of this Agreement ("Basel II") or any other law or
              regulation which implements Basel II (whether such implementation,
              application or compliance is by a government, regulator, Finance
              Party or any of its Affiliates); or

      18.3.6  in excess of that which would as at the same date be suffered by
              all institutions which are of the same type as the Finance Party
              making the claim and are regulated by the same regulatory
              authorities.

19.   OTHER INDEMNITIES

19.1  Currency indemnity

      19.1.1  If any sum due from an Obligor under the Finance Documents (a
              "Sum"), or any order, judgment or award given or made in relation
              to a Sum, has to be converted from the currency (the "First
              Currency") in which that Sum is payable into another currency (the
              "Second Currency") for the purpose of:

              (a)  making or filing a claim or proof against that Obligor;

              (b)  obtaining or enforcing an order, judgment or award in
                   relation to any litigation or arbitration proceedings,

              that Obligor shall as an independent obligation, within three (3)
              Business Days of demand, indemnify to the extent permitted by law
              each Finance Party to whom that Sum is due against any reasonable
              and duly itemised cost, loss or liability arising out of or as a
              result of the conversion including any discrepancy between (A) the
              rate of exchange used to convert that Sum from the First Currency
              into the Second Currency and (B) the rate or rates of exchange
              available to that person at the time of its receipt of that Sum.

      19.1.2  Each Obligor waives any right it may have in any jurisdiction to
              pay any amount under the Finance Documents in a currency or
              currency unit other than that in which it is expressed to be
              payable.

19.2  Other indemnities

      The Company shall (or shall procure that an Obligor will), within three
      (3) Business Days of demand, indemnify each Finance Party against any
      reasonable and duly itemised cost, loss or liability incurred by that
      Finance Party as a result of:


                                      -52-
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              (a)  the occurrence of any Event of Default or Special Early
                   Termination Event;

              (b)  a failure by an Obligor to pay any amount due under a Finance
                   Document on its due date, including without limitation, any
                   cost, loss or liability arising as a result of Clause 39
                   (Sharing among the Finance Parties);

              (c)  funding, or making arrangements to fund, its participation in
                   a Utilisation requested by a Borrower in a Utilisation
                   Request but not made by reason of the operation of any one or
                   more of the provisions of this Agreement (other than by
                   reason of default or negligence by that Finance Party alone);

              (d)  a Utilisation (or part of a Utilisation) not being prepaid in
                   accordance with a notice of prepayment given by a Borrower or
                   the Company; or

              (e)  the duration of an Interest Period having been reduced in
                   accordance with paragraph 12.2.2(b) or paragraph 32.2.1(a).

19.3  Indemnity to the Agent

      The Company shall as soon as reasonably possible indemnify the Agent
      against any reasonable and duly itemised cost, loss or liability incurred
      by the Agent (acting reasonably) as a result of:

              (a)  investigating any event which it reasonably believes is an
                   Event of Default or a Special Early Termination Event; or

              (b)  acting or relying on any notice, request or instruction which
                   it reasonably believes to be genuine, correct and
                   appropriately authorised.

20.   MITIGATION BY THE LENDERS

20.1  Mitigation

      20.1.1  Each Finance Party shall as soon as reasonably possible, in
              consultation with the Company, take all reasonable steps (which
              may include transferring its rights and obligations under the
              Finance Documents to an Affiliate of such Finance Party, subject
              in any event to inter alia satisfaction of all required internal
              approvals and internal procedures of such Affiliate and compliance
              with all applicable laws and regulations) to mitigate any
              circumstances which arise and which would result in any Facility
              ceasing to be available or any amount becoming payable under or
              pursuant to, or cancelled pursuant to, any of Clause 12.1
              (Illegality), Clause 17 (Tax gross-up and indemnities), Clause 18
              (Increased costs), Clause 12.6 (Mandatory prepayment and
              cancellation in relation to a single Lender) or paragraph 3 of
              Schedule 4 (Mandatory Cost Formulae), or if any interest accrued
              by a French Obligor under this Agreement is not deductible from
              that French Obligor's taxable income by reason of that interest
              being (i) accrued or paid to a Lender incorporated, domiciled,
              established, or acting through a Facility Office situated in a
              Non-Cooperative Jurisdiction or (ii) paid to an account or
              financial intermediary situated in a Non-Cooperative Jurisdiction.


                                      -53-
<PAGE>

      20.1.2  Paragraph 20.1.1 above does not in any way limit the obligations
              of any Obligor under the Finance Documents.

20.2  Limitation of liability

      20.2.1  The Company shall indemnify each Finance Party for all duly
              itemised costs and expenses reasonably incurred by that Finance
              Party as a result of steps taken by it under Clause 20.1
              (Mitigation).

      20.2.2  A Finance Party is not obliged to take any steps under Clause 20.1
              (Mitigation) if, in the opinion of that Finance Party (acting
              reasonably), to do so might be prejudicial to it.

21.   COSTS AND EXPENSES

21.1  Transaction expenses

      The Company shall promptly and on demand reimburse:

      21.1.1  the Agent and the Arrangers, within seven (7) Business Days after
              demand by the Agent for all duly itemised reasonable costs and
              expenses (including the reasonable fees and expenses of legal or
              other advisers up to the amount specified in the Mandate Letter
              together with any value added tax thereon (unless such value added
              tax is recoverable by the payee as a result of submitting to the
              relevant tax authorities its next relevant value added tax
              return)), which may be incurred by them in connection with (i) the
              preparation, negotiation, printing and execution of this
              Agreement; any other documents referred to in this Agreement; and
              any other Finance Documents executed after the date of this
              Agreement, and (ii) the satisfaction of the conditions precedent
              under Clause 4.1 (Initial Conditions Precedent); and

      21.1.2  the Agent and the Lenders, on first demand by the Agent (or within
              three (3) Business Days in the case of paragraph 21.1.2(b) below),
              for all reasonable and duly itemised costs and expenses (including
              the reasonable fees and expenses of legal or other advisors)
              together with value added taxes payable thereon (unless such value
              added tax is recoverable by the payee as a result of submitting to
              the relevant tax authorities its next relevant value added tax
              return), incurred by the Agent or any Lender:

              (a)  for the purposes of any amendment of this Agreement or as a
                   result of a waiver by the Lenders of any of their rights
                   hereunder, in either case at the request of any Obligor; and

              (b)  in the preservation of any of its rights following a failure
                   by any Obligor to fulfil any of its obligations hereunder, in
                   enquiring into the existence of any Event of Default or
                   Special Early Termination Event and assessing the means of
                   remedying it or in enforcing the obligations of any Obligor.


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<PAGE>

21.2  Amendment costs

      If (a) an Obligor requests an amendment, waiver or consent or (b) an
      amendment is required pursuant to Clause 40.10 (Change of currency), the
      Company shall, within three (3) Business Days of demand, reimburse the
      Agent for the amount of all reasonable and duly itemised costs and
      expenses (including legal fees) reasonably incurred by the Agent in
      responding to, evaluating, negotiating or complying with that request or
      requirement.


                                      -55-
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                                   SECTION 7
                                   GUARANTEE

22.   GUARANTEE

22.1  Scope of Guarantee (the "Guarantee")

      The Guarantor irrevocably and unconditionally:

      (a)    guarantees as a caution solidaire to each Finance Party the
             punctual performance by each Borrower other than the Company (the
             "Guaranteed Borrowers") of their respective payment and repayment
             obligations as Borrowers under this Agreement; and

      (b)    undertakes with each Finance Party that if and whenever any of the
             Guaranteed Borrowers does not pay any amount (including principal,
             interest, fees and any other accessory claim of any nature
             whatsoever) when due under or in connection with this Agreement
             (including following acceleration pursuant to Clause 31.6
             (Acceleration and Cancellation) hereof), the Guarantor, acting as a
             caution solidaire shall pay that amount within a period of five (5)
             days of receipt of a notice claiming payment of that amount duly
             signed on behalf of the relevant Finance Party by the Agent.

22.2  Further guarantee provisions

      (a)    The obligations of the Guarantor under Clause 22.1 (Scope of
             Guarantee) will remain in full force and effect until all amounts
             which may be or become payable by any Guaranteed Borrower under
             this Agreement have been irrevocably paid in full or, if earlier,
             upon release from its obligations as a guarantor by the Finance
             Parties.

      (b)    Without prejudice to the effect of any release of debt falling
             within article 1287 of the French Code Civil, the Guarantor shall
             not benefit from any release of debt which a Guaranteed Borrower
             may obtain in the course of proceedings for its reorganisation,
             safeguard, liquidation, dissolution, winding-up or the composition
             or readjustment of its debts.

22.3  Undertakings

      The Guarantor irrevocably and expressly:

      (a)    undertakes not to exercise any rights which it may have under
             article 2298 (benefice de discussion) or article 2303 (benefice de
             division) of the French Code Civil;

      (b)    undertakes not to exercise any rights which it may have to take
             any action against any Guaranteed Borrower in the event of any
             extension of any maturity date or any other date for payment of
             any amount due, owing or payable to any Finance Party under this
             Agreement and agrees that the Guarantee will remain in full force
             and effect notwithstanding any such extension or similar event,
             and that no such event will operate by way of novation such as to
             discharge it from its obligations under the Guarantee; and



                                      -56-
<PAGE>

      (c)    agrees that the Guarantee will remain in full force and effect and
             that it will remain liable under this Guarantee notwithstanding
             (i) any change to the legal form of any Guaranteed Borrower and/or
             Finance Party or (ii) any merger, spin off, amalgamation,
             reconstruction, reorganisation or partial transfer of assets in
             consideration for shares of any Guaranteed Borrower and/or Finance
             Party or of their successors or assigns with any other person.

22.4  No exercise of rights of recovery

      Until all amounts which may be or become payable by any Guaranteed
      Borrower under or in connection with this Agreement have been irrevocably
      paid in full, the Guarantor irrevocably and expressly undertakes not to
      exercise any rights which it may have:

      (a)    as a result of being subrogated or otherwise to share in any
             security or monies held, received or receivable by any Finance
             Party or to claim any right of contribution, reimbursement or
             indemnity or as a result of being subrogated, in relation to any
             payment made by the Guarantor under this Agreement; or

      (b)    to claim or prove in a liquidation or other insolvency proceeding
             of any Guaranteed Borrower in competition with any Lender unless
             and until it has irrevocably paid and discharged in full all
             amounts then due and payable by it hereunder.

22.5  Duration

      The Company's obligations as a caution solidaire will continue in full to
      produce effect until all sums due or which may become due by the
      Guaranteed Borrowers under or in connection with the Agreement have been
      fully paid and discharged.


                                      -57-
<PAGE>

                                   SECTION 8
              REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

23.   REPRESENTATIONS

      Each Obligor (except AXA Bermuda in relation to Clause 23.10 (Financial
      Statements)) makes the representations and warranties set out in
      Clauses 23.1 (Status) to 23.11 (No liquidation proceedings) of this
      Clause 23 (Representations) to each Finance Party on the date of this
      Agreement.

23.1  Status

      It is a corporation, duly incorporated, validly existing and legally
      empowered under the law of its jurisdiction of incorporation and has the
      power and authority to carry on its business, to own its assets and to
      enter into and perform its obligations under this Agreement.

23.2  Corporate action

      All corporate action necessary to enable it to enter into and perform its
      obligations under this Agreement has been duly taken and its
      representative for the purposes of signing this Agreement has all powers
      necessary to authorise him to sign this Agreement on its behalf.

23.3  Authorisations

      No Authorisation of any kind is required from any administrative authority
      to permit it to execute this Agreement and/or to perform its obligations
      hereunder.

23.4  Binding obligations

      The obligations expressed to be assumed by it in each Finance Document
      constitute its legally valid, binding and enforceable obligations (subject
      to all qualifications or reservations set out in any legal opinion
      delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 36
      (Changes to the Obligors)).

23.5  No conflict

      The execution of this Agreement by it and the performance of its
      obligations hereunder do not conflict with:

      (a)  any provision of its constitutional documents;

      (b)  any obligation owed by it to any third party; or

      (c)  any law or regulation applicable to it.


                                      -58-
<PAGE>

23.6  No proceedings pending

      Save as disclosed in:

      23.6.1  AXA's Document de Reference lodged with the Autorite des Marches
              Financiers (AMF) for the year ended 31 December 2008;

      23.6.2  any press release or Document d'actualisation du Document de
              Reference since 31 December 2008 and prior to the date of this
              Agreement; or

      23.6.3  the most recently published Form 10-K or Form 10-Q of AXA
              Financial prior to the date of this Agreement,

      as at the date of this Agreement, no material litigation or other
      proceedings have been commenced against it and to the best of its
      knowledge and belief it has not received any notice from any third party
      of such party's intention to commence such proceedings, which, in either
      case, would have a Material Adverse Effect.

23.7  No Event of Default

      No Event of Default in relation to itself has occurred and is continuing.

23.8  Pari passu ranking

      The claims of the Finance Parties against it hereunder will rank at least
      pari passu with the claims of its other present and future unsecured and
      unsubordinated creditors of Financial Indebtedness except for such claims
      as are mandatorily preferred by law applicable to companies generally
      including, in the case of AXA Bermuda, claims preferred pursuant to the
      provisions of the Insurance Act 1978 of Bermuda relating to long-term
      insurance business.

23.9  Stamp duty

      Under the law of its incorporation no stamp, registration or similar tax
      will be payable in respect of the execution, delivery, performance or
      enforcement of this Agreement except for fixed duties of EUR 125 if this
      Agreement is voluntarily presented for filing with the French tax
      authorities (service d'enregistrement).

23.10 Financial statements

      Its audited financial statements (consolidated in the case of AXA for the
      year ended 31 December 2008) have been prepared in accordance with GAAP
      and give an accurate and fair view (donnent une image fidele et sincere)
      of its financial situation and business (or, in the case of an U.S.
      Borrower, fairly present its financial condition in all material respects)
      as at the date to which they were drawn up.

23.11 No liquidation proceedings

      There are no proceedings pending for its liquidation, winding-up or
      similar process in relation to it.


                                      -59-
<PAGE>

23.12 Repetition

      The Repeating Representations are deemed to be made by each Obligor by
      reference to the facts and circumstances then existing on:

      (a) the date of each Utilisation Request and on each Utilisation Date;

      (b) in the case of an Additional Borrower, the day on which it becomes an
          Additional Borrower.

24.   ADDITIONAL AXA REPRESENTATIONS AND WARRANTIES

      The Company makes the representations and warranties set out in this
      Clause 24 (Additional AXA representations and warranties) to each
      Finance Party on the date of this Agreement:

      (a) between 30 June 2009 and the date of this Agreement, no event has
          occurred which had a Material Adverse Effect;

      (b) save as disclosed in the AXA's Document de Reference lodged with
          the Autorite des Marches Financiers (AMF) for the year ended 31
          December 2008 and in any press release or Document d'actualisation
          du Document de Reference since 31 December 2008 and prior to the
          date of the Agreement no material litigation or other proceedings
          have been commenced against any Material Subsidiary and to the
          best of the Company's knowledge and belief no Material Subsidiary
          has received any notice from any third party of such party's
          intention to commence such proceedings, which, in either case,
          would have a Material Adverse Effect;

      (c) there are no proceedings pending for liquidation, winding-up or
          similar process in respect of any Material Subsidiary.

25.   ADDITIONAL U.S. BORROWER REPRESENTATIONS AND WARRANTIES

      Each U.S. Borrower makes the additional representations and warranties set
      out in Schedule 11 (U.S. Borrower Representations and Warranties) to each
      Finance Party on the date of this Agreement.

26.   INFORMATION UNDERTAKINGS

      The undertakings in this Clause 26 (Information undertakings) remain in
      force from the date of this Agreement for so long as any amount is
      outstanding under the Finance Documents or any Commitment is in force.

26.1  Financial information

      26.1.1  The Company shall deliver to the Agent in sufficient numbers for
              all Lenders:

             (a) within forty-five (45) Business Days from the date upon which
                 the Autorite des Marches Financiers (AMF) approves AXA's annual
                 report, its annual report containing the annual audited
                 consolidated and unconsolidated financial statements of AXA
                 certified by its statutory auditors;


                                      -60-
<PAGE>

             (b) within one hundred and twenty (120) Business Days of the end of
                 the relevant accounting period, all publicly available
                 semi-annual consolidated financial statements of AXA; and

             (c) at the same time as sent to the relevant recipient, copies of
                 any information sent to its shareholders (or any class of them)
                 and the AMF (provided such information has received a visa
                 definitif from the AMF); and

      26.1.2  each Obligor shall deliver to the Agent as soon as possible and in
              sufficient numbers for all Lenders such information (or in the
              case of AXA, such information additional to that mentioned in
              paragraph 26.1.1) about its financial situation or business as may
              be reasonably requested by any Agent (other than information
              deemed confidential by the relevant Obligor, acting reasonably).

26.2  Notification of default

      26.2.1  Each Obligor shall notify the Agent of any Event of Default in
              relation to itself and the Company shall notify the Agent of any
              Special Early Termination Event (and in each case the steps, if
              any, being taken to remedy it) promptly upon becoming aware of its
              occurrence (unless that Obligor is aware that a notification has
              already been provided by another Obligor).

      26.2.2  Promptly upon a request by the Agent, each Obligor shall confirm
              to the Agent that no Event of Default in relation to itself and
              the Company shall confirm to the Agent that no Special Early
              Termination Event is continuing (or if an Event of Default or
              Special Early Termination Event is continuing, specifying it and
              the steps, if any, being taken to remedy it) except any which it
              previously notified to the Agent and any of which details are
              given in such confirmation.

27.   ADDITIONAL U.S. BORROWER INFORMATION UNDERTAKINGS

      Each U.S. Borrower gives the additional information undertakings set out
      in Schedule 12 (U.S. Borrower Information Undertakings) to each Finance
      Party on the date of this Agreement.

28.  "KNOW YOUR CUSTOMER" CHECKS

28.1  If:

      28.1.1  the introduction of or any change in (or in the interpretation,
              administration or application of) any law made after the date of
              this Agreement; or

      28.1.2  a proposed assignment or transfer by a Lender of any of its rights
              and obligations under this Agreement to a person that is not a
              Lender prior to such assignment or transfer,


                                      -61-
<PAGE>

      obliges the Agent or any Lender (or, in the case of paragraph 28.1.2
      above, any prospective new Lender) to comply with "know your customer" or
      similar identification procedures in circumstances where the necessary
      information is not already available to it, each Obligor shall promptly
      upon the request of the Agent supply, or procure the supply of, such
      documentation and other evidence as is reasonably requested by the Agent
      (for itself or on behalf of any Lender or, in the case of the event
      described in paragraph 28.1.2 above, on behalf of any prospective new
      Lender) in order for the Agent, such Lender or, in the case of the event
      described in paragraph 28.1.2 above, any prospective new Lender to carry
      out and be satisfied it has complied with all necessary "know your
      customer" or other similar checks under all applicable laws and
      regulations pursuant to the transactions contemplated in the Finance
      Documents.

28.2  Each Lender shall promptly upon the request of the Agent supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the Agent (for itself) in order for the Agent to
      carry out and be satisfied it has complied with all necessary "know your
      customer" or other similar checks under all applicable laws and
      regulations pursuant to the transactions contemplated in the Finance
      Documents.

28.3  The Company shall, by not less than ten (10) Business Days' prior written
      notice to the Agent, notify the Agent (which shall promptly notify the
      Lenders) of its intention to request that one of its Subsidiaries becomes
      an Additional Borrower pursuant to Clause 36 (Changes to the Obligors).

28.4  Following the giving of any notice pursuant to Clause 28.3 above, if the
      accession of such Additional Borrower obliges the Agent or any Lender to
      comply with "know your customer" or similar identification procedures in
      circumstances where the necessary information is not already available to
      it, the Company shall promptly upon the request of the Agent supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the Agent (for itself or on behalf of any Lender
      for itself or on behalf of any prospective new Lender) in order for the
      Agent or such Lender or any prospective new Lender to carry out and be
      satisfied it has complied with the results of all necessary "know your
      customer" or other similar checks under all applicable laws and
      regulations pursuant to the accession of such Subsidiary to this Agreement
      as an Additional Borrower.

29.   GENERAL UNDERTAKINGS

      The undertakings in this Clause 29 (General Undertakings) remain in force
      from the date of this Agreement for so long as any amount is outstanding
      under the Finance Documents or any Commitment is in force.

      Each Obligor undertakes:

29.1  Security

      29.1.1  not to grant or allow to exist over its assets any Security save
              for:

              (a)  Security granted by that Obligor included in the Security
                   referred to under the rubric "titres nantis/suretes reelles"
                   in note 28 of the Original Financial Statements, to the
                   extent that the Financial Indebtedness secured thereby, when
                   aggregated with Security also included under that rubric
                   granted by all of the other members of the Group as at 31
                   December 2008, is no more than twelve billion eight hundred
                   and fifty four million euro (EUR 12,854,000,000) mentioned in
                   that note;


                                      -62-
<PAGE>

              (b)  any Security created over an asset to secure finance for the
                   acquisition price or costs of improvement of such asset
                   provided that the amount of Financial Indebtedness secured by
                   such Security remains confined to such asset;

              (c)  any Security required by any tax or customs administration in
                   the ordinary course of business of the relevant Obligor;

              (d)  carriers', warehousemen's mechanics', material men's,
                   repairmen's or other similar Security arising in the ordinary
                   course of business of the relevant Obligor;

              (e)  easements, rights-of-way restrictions and other similar
                   Security incurred in the ordinary course of business and
                   Security consisting of leases and sub-leases granted to
                   others, statutory liens of landlords, liens on the fee estate
                   in property leased to the relevant Obligor, pending
                   condemnation, zoning restrictions, easements, licenses and
                   restrictions on the use of property or imperfections in title
                   thereto that are covered by a title insurance policy or which
                   are immaterial, relating to statutory liens (or the
                   equivalent);

              (f)  pledges or deposits under worker's compensation unemployment
                   insurance and other social security legislation;

              (g)  Security created by it over securities (including any
                   debenture, bond or note) or over sums of money in favour of
                   the clearing system of any regulated market or for the
                   purpose of a transaction concluded in the ordinary course of
                   its cash management (and including for the avoidance of doubt
                   "dollar rolls" (which are repurchase agreements involving
                   mortgage backed securities used for cash management
                   purposes));

              (h)  Security existing on the assets of any entity at the time
                   such entity is merged or consolidated with the relevant
                   Obligor provided that the amount secured is not subsequently
                   increased;

              (i)  Security securing the obligations of the relevant Obligor
                   under any derivatives transaction;

              (j)  Security in the form of restrictions on the transferability
                   of investments made by the relevant Obligor in the ordinary
                   course of business;

              (k)  deposits to secure the performance of bids, trade contracts
                   (other than for borrowed money), leases, statutory
                   obligations, surety and appeal bonds, performance bonds and
                   other similar obligations incurred in the ordinary course of
                   business;


                                      -63-
<PAGE>

              (l)  Security created in respect of any securitisation, sale and
                   lease back or similar transaction provided that the amount of
                   Financial Indebtedness secured thereby does not exceed,
                   together with all Financial Indebtedness secured by Security
                   created for such transactions by other Obligors, ten per cent
                   (10%) of AXA Consolidated Net Worth;

              (m)  any Security arising out of a refinancing by it of any
                   Financial Indebtedness secured by security permitted above,
                   provided that such Financial Indebtedness is not increased or
                   secured by any additional asset; and

              (n)  other Security created by the relevant Obligor not falling
                   within the above paragraphs, provided that the amount of
                   Financial Indebtedness secured thereby does not exceed,
                   together with all Financial Indebtedness secured by Security
                   (not falling within the above paragraphs) on the assets of
                   other Obligors, fifteen per cent (15%) of AXA Consolidated
                   Net Worth.

29.2  Consents

      to obtain, maintain and renew all Authorisations required (and take any
      other steps necessary) to ensure the validity of this Agreement and to
      enable it lawfully to perform its obligations hereunder.

29.3  Change of business

      to procure that no material change is made to the general nature of the
      business carried on by it or, as far as the Company is concerned, the
      Group from that carried on at the date of this Agreement.

29.4  Maintenance of status

      (a)  to do all such things as are necessary to maintain its corporate
           existence; and

      (b)  to ensure that it has the right and is duly qualified to conduct its
      business as it is conducted in all applicable jurisdictions.

29.5  Compliance with laws

      to comply with all laws to which it is subject, if failure so to comply
      would have a Material Adverse Effect, take all action reasonably within
      its power to ensure that the Lenders will not, by permitting a
      Utilisation, violate any law in the jurisdiction of the Obligor and to
      take all reasonable steps to avoid any action which will bring about such
      a violation.


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30.   ADDITIONAL U.S. BORROWER GENERAL UNDERTAKINGS

      Each U.S. Borrower makes the additional general undertakings set out in
      Schedule 13 (U.S. Borrower General Undertakings) to each Finance Party on
      the date of this Agreement.

31.   EVENTS OF DEFAULT

      Each of the events or circumstances set out in Clause 31 (Events of
      Default) is an Event of Default provided that in relation to the events
      described in Clauses 31.1 (Non-payment) and 31.2 (Material Breach) below
      an Event of Default shall only occur once the grace period provided for
      therein has expired without such default having been remedied.

31.1  Non-payment

      Failure by an Obligor to pay any amount due and payable under the Finance
      Documents within five (5) Business Days following the due date for
      payment.

31.2  Material Breach

      Material breach of any other obligation of an Obligor under the Finance
      Documents if the breach is not remedied within thirty (30) days of the
      Agent giving notice thereof to the relevant Obligor.

31.3  Financial Indebtedness

      Either:

      31.3.1  failure by an Obligor to pay on the due date any Financial
              Indebtedness owed by it (subject to any applicable grace period)
              if in consequence the aggregate amount of all Financial
              Indebtedness unpaid by it on the due date exceeds:

              (a)  in respect of the Company, one hundred and fifty million euro
                   (EUR 150,000,000) or its equivalent in any Optional Currency;
                   or

              (b)  in respect of any other Obligor, one hundred million euro
                   (EUR 100,000,000) or its equivalent in any Optional Currency,
                   or

      31.3.2  any Financial Indebtedness in an aggregate amount in excess of:

              (a)  in respect of the Company, one hundred and fifty million euro
                   (EUR 150,000,000) or its equivalent in any Optional Currency;
                   or

              (b)  in respect of any other Obligor, one hundred million euro
                   (EUR 100,000,000) or its equivalent in any Optional Currency,

              becomes due prior to its stated maturity as a result of the holder
              of the Financial Indebtedness in question, or an agent acting on
              its behalf, declaring it to be due and payable in consequence of
              the occurrence of an event of default (however described)
              excluding, however, any such unpaid amounts liability for payment
              of which is contested in good faith by the relevant Obligor, or
              which are paid within any grace period provided for in the
              contract (in its original form or as amended) under which such
              amount has become due.


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<PAGE>

31.4  Representations

      Any representation or statement made pursuant to any provision under this
      Agreement is or proves to have been incorrect or misleading in any
      material respect when made or deemed repeated or any other material
      information provided by an Obligor under this Agreement is or proves to
      have been incorrect or misleading in any material respect on the date upon
      which such information is provided, and the same is not remedied within
      thirty (30) days of the Agent giving notice thereof to the relevant
      Obligor.

31.5  Insolvency

      31.5.1  An Obligor, in France:

              (a)  is or is deemed for the purposes of any law to be, unable to
                   pay its debts as they fall due or to be insolvent (including
                   without limitation en etat de cessation des paiements), or
                   admits inability to pay its debts as they fall due;

              (b)  commences negotiations with all of its creditors (or certain
                   of them) with a view to rescheduling all or a substantial
                   part or its Financial Indebtedness as a result of financial
                   difficulties;

              (c)  a conciliateur is appointed for an Obligor if his terms of
                   reference include such general negotiations with creditors
                   are as described in paragraph 31.5.1(b) above;

              (d)  commencement by an Obligor of proceedings for conciliation in
                   accordance with articles L.611-1 et seq. of the French Code
                   de commerce;

              (e)  judgement for sauvegarde, redressement judiciaire or
                   liquidation judiciaire in relation to an Obligor under
                   articles L.620-1 et seq. of the French Code de commerce or
                   judgement is issued for the transfer of the whole of the
                   business of an Obligor (cession totale de l'entreprise).

      31.5.2  An Obligor, in any part of the United States of America:

              (a)  applies for, or consents to, the appointment of, or the
                   taking of possession by, a receiver, custodian, trustee,
                   examiner or liquidator of itself or of all or a substantial
                   part of its property;

              (b)  makes a general assignment for the benefit of its creditors;

              (c)  commences a voluntary case under the Bankruptcy Code;

              (d)  files a petition with respect to itself seeking to take
                   advantage of any other law relating to bankruptcy,
                   insolvency, reorganisation, liquidation, dissolution,
                   arrangement or winding up, or composition or readjustment of
                   debts; or


                                      -66-
<PAGE>

              (e)  takes any corporate action for the purpose of effecting any
                   of the foregoing with respect to itself.

      31.5.3  A proceeding is commenced, without the application or consent of
              an Obligor, in any court of competent jurisdiction in the United
              States of America, seeking:

              (a)  its reorganisation, liquidation, dissolution, arrangement or
                   winding-up or the composition or readjustment of its debts;

              (b)  the appointment of a receiver, custodian, trustee, examiner,
                   liquidator or the like of the Obligor or of all or any
                   substantial part of its property; or

              (c)  similar relief in respect of any Obligor under any law
                   relating to the bankruptcy insolvency, reorganisation,
                   winding-up or composition or adjustment of debts,

              and any such proceeding or case referred to in paragraphs
              31.5.3(a) to 31.5.3(c) above continues undismissed, or an order,
              judgment or decree approving or ordering any of the foregoing is
              entered and continues unstayed and in effect, for a period of
              twenty-one (21) or more days, or an order for relief against such
              Obligor is entered in an involuntary case under the Bankruptcy
              Code.

      31.5.4  An Obligor (other than a U.S. Borrower) is unable or admits
              inability to pay its debts as they fall due, suspends making
              payments on any of its debts or, by reason of action or
              anticipated financial difficulties, commences negotiations with
              one or more of its creditors with a view to rescheduling any of
              its Financial Indebtedness.

      31.5.5  An Obligor (other than a U.S. Borrower) takes any corporate
              action, or has taken against it any legal proceedings or other
              procedure or step in relation to:

              (a)  the suspension of payments, a moratorium of any indebtedness,
                   winding-up, dissolution, administration or reorganisation (by
                   way of voluntary arrangement, scheme of arrangement or
                   otherwise);

              (b)  the appointment of a liquidator, receiver, administrative
                   receiver, administrator, compulsory manager or other similar
                   officer.

31.6  Acceleration and Cancellation

      31.6.1  On and at any time after the occurrence of an Event of Default
              which is continuing in relation to a Borrower, the Agent may
              without mise en demeure or any other judicial or extra judicial
              step (and, if so instructed by the Majority Lenders, shall) by
              notice to that Borrower, with copy to the Company but subject (to
              the extent applicable) to the mandatory provisions of articles
              L.620-1 et seq. of the French Code de Commerce:


                                      -67-
<PAGE>

              (a)  declare that all or part of the Loans drawn by that Borrower,
                   together with accrued interest, and all other amounts accrued
                   or outstanding under the Finance Documents in relation to
                   those Loans be immediately due and payable, whereupon they
                   shall become immediately due and payable;

              (b)  declare all or any part of the Utilisations made by that
                   Borrower to be payable on demand, whereupon they shall
                   immediately become payable on demand of the Agent on the
                   instructions of the Majority Lenders; and/or

              (c)  require that Borrower immediately to repay each Letter of
                   Credit previously issued at its request.

     31.6.2   On the occurrence of an Event of Default under paragraph 31.5.2 or
              paragraph 31.5.3 of Clause 31.5 (Insolvency) in relation to any
              Borrower, the Loans drawn by that Borrower shall become
              immediately due and payable without notice from the Agent
              (together with accrued interest and commission and any other sums
              then owed by that Borrower under this Agreement) and all Letters
              of Credit previously issued at the request of that Borrower shall
              become immediately repayable.

     31.6.3   Without prejudice to paragraphs 31.6.1 and 31.6.2 above, on and at
              any time after the occurrence of an Event of Default which is
              continuing in relation to the Company and at any time thereafter,
              the Agent may without mise en demeure or any other judicial or
              extra judicial step (and, if so instructed by the Majority
              Lenders, shall):

              (a)  by notice to the Company, cancel the Total Commitments,
                   whereupon they shall immediately be cancelled;

              (b)  notify each Borrower which then has Loans outstanding that it
                   will declare them due and payable in full at any time after
                   the expiry of a period of twenty (20) Business Days from the
                   effective date of the notice (together with accrued interest
                   and all other amounts accrued or outstanding under the
                   Finance Documents in relation to those Loans) and that each
                   Letter of Credit previously issued at the request of that
                   Borrower will then become immediately repayable if (in each
                   case) the Borrower has not by the expiry of that period
                   exercised its rights in accordance with the terms of this
                   Agreement to prepay the full amount of those Loans and repay
                   those Letters of Credit; and

              (c)  take the action specified in the notification given to a
                   Borrower under (ii) if it has not by the specified time made
                   the prepayment and provided the cash collateral to which the
                   notification refers.



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32.   SPECIAL EARLY TERMINATION EVENTS

32.1  The following events or circumstances shall each be Special Early
      Termination Events:

      32.1.1  any Financial Indebtedness (excluding item (f) of the definition
              of that term) of a Material Subsidiary (which is not an Obligor)
              exceeding in aggregate EUR 100,000,000 (or equivalent) for such
              Material Subsidiary is not paid when due after expiry of any
              applicable grace period or becomes due and payable before its
              stated maturity as a result of the holder of the Financial
              Indebtedness in question or an agent on its behalf declaring it to
              be due and payable in consequence of the occurrence of an event of
              default (however described), unless the occurrence of the event of
              default is contested in good faith by such Material Subsidiary;

      32.1.2  any event occurs in relation to a Material Subsidiary not being an
              Obligor which, if it were an Obligor, would be an Event of Default
              under Clause 31.5 (Insolvency);

      32.1.3  any Borrower (other than AXA) ceases to be owned, directly or
              indirectly, as to at least 50.1% of share capital and voting
              rights by AXA.

      32.2    On and at any time after the occurrence of a Special Early
              Termination Event which is continuing, the Agent may without mise
              en demeure or any other judicial or extra judicial step (and, if
              so instructed by the Majority Lenders, shall) by notice to the
              Company but subject (to the extent applicable) to the mandatory
              provisions of articles L.620-1 et seq. of the French Code de
              Commerce:

      32.2.1  in the case of paragraph 32.1.1 and 32.1.2 above,

              (a)  declare that the Interest Period of any Utilisation having an
                   Interest Period greater than six (6) Months is reduced to six
                   (6) Months;

              (b)  cancel the Total Commitments, whereupon they shall be
                   immediately cancelled; and

              (c)  require repayment of each Letter of Credit immediately or, if
                   later, the date which is six (6) months after the first day
                   of its then current Term; and

      32.2.2  in the case of paragraph 32.1.3 above, require the relevant
              Borrower within three (3) Business Days after receipt of the
              notice to prepay all outstanding Loans drawn by it, and to repay
              each Letter of Credit previously issued at its request by
              (irrespective of whether it is or is not a French company)
              providing full cash cover or granting such security as is
              contemplated by paragraph 6.1.2(g)(ii).


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<PAGE>

                                   SECTION 9
                               CHANGES TO PARTIES

33.   CHANGES TO THE LENDERS

33.1  Assignments and transfers by the Lenders

      33.1.1  Subject to this Clause 33, a Lender (the "Existing Lender") may
              only:

              (a)  assign any of its rights to;

              (b)  transfer any of its rights (including such as relate to that
                   Lender's participation in each Utilisation) and obligations
                   to; or

              (c)  enter into any sub-participation with,

              in each case:

                   (i)   another bank or financial institution which is either
                         another Lender or an Affiliate of a Lender (or in the
                         case of Calyon, any Caisse Regionale du Credit Agricole
                         Mutuel or LCL); or

                   (ii)  (solely in respect of a transfer made in accordance
                         with paragraph 12.5.4 of Clause 12.5 (Right of
                         replacement or repayment and cancellation in relation
                         to a single Lender) following a request by the Existing
                         Lender for repayment or indemnification in the manner
                         described in paragraph 12.5.1(a) or 12.5.1(b) of Clause
                         12.5 (Right of replacement or repayment and
                         cancellation in relation to a single Lender), where
                         such request by the Existing Lender was made in respect
                         of any Taxes or increased costs resulting directly from
                         a change after the Signing Date in the laws or
                         regulations of the United States related to Taxes)
                         another bank or financial institution,

              each, a "New Lender".

      33.1.2  Any such transfer by a Lender of all or, as the case may be, part
              of its Facility A Commitment must relate to all or, as the case
              may be, a corresponding pro rata part of its Swingline Commitments
              or (if it is not itself a Swingline Lender) be accompanied by a
              transfer of all or, as the case may be, a corresponding pro rata
              part of the Swingline Commitment of its Affiliate.

      33.1.3  A Facility A Lender may not (for the avoidance of doubt) transfer
              all or any part of any of its rights and obligations as an L/C
              Lender separately from a transfer of its Facility A Commitment (or
              a corresponding part thereof).

      33.1.4  The consent of the Finance Parties is hereby given to a transfer
              by an Existing Lender to a New Lender.


                                      -70-
<PAGE>

33.2  Conditions of assignment or transfer

      33.2.1  Each Lender shall notify the Company of an assignment, transfer or
              sub-participation to another Lender or an Affiliate of a Lender.

      33.2.2  A transfer will only be effective if (i) the procedure set out in
              Clause 33.5 (Procedure for transfer) is complied with and (ii) the
              Agent has performed all "know your customer" or other checks
              relating to any person that it is required to carry out in
              relation to such transfer to a New Lender, the completion of which
              the Agent shall promptly notify to the Existing Lender and the New
              Lender.

      33.2.3  If:

              (a)  a Lender makes a transfer or changes its Facility Office; and

              (b)  as a result of circumstances existing at the date the
                   transfer or change occurs, an Obligor would be obliged to
                   make a payment under Clause 17 (Tax gross-up and indemnities)
                   or Clause 18 (Increased Costs) to the New Lender or to the
                   Lender acting through its new Facility Office,

              then the New Lender or the Lender acting through its new Facility
              Office is only entitled to receive payment under those Clauses to
              the same extent as the Existing Lender or the Lender acting
              through its previous Facility Office would have been if the
              transfer or change had not occurred.

33.3  Assignment or transfer fee

      The New Lender shall, on the date upon which an assignment or transfer
      takes effect, pay to the Agent (for its own account) a fee of two thousand
      euro (EUR 2,000).

33.4  Limitation of responsibility of Existing Lenders

      33.4.1  Unless expressly agreed to the contrary, an Existing Lender makes
              no representation or warranty and assumes no responsibility to a
              New Lender for:

              (a)  the legality, validity, effectiveness, adequacy or
                   enforceability of the Finance Documents or any other
                   documents;

              (b)  the financial condition of any Obligor;

              (c)  the performance and observance by any Obligor of its
                   obligations under the Finance Documents or any other
                   documents; or

              (d)  the accuracy of any statements (whether written or oral) made
                   in or in connection with any Finance Document or any other
                   document,

              and any representations or warranties implied by law are excluded.


                                      -71-
<PAGE>

      33.4.2  Each New Lender confirms to the Existing Lender and the other
              Finance Parties that it:

              (a)  has made (and shall continue to make) its own independent
                   investigation and assessment of the financial condition and
                   affairs of each Obligor and its related entities in
                   connection with its participation in this Agreement and has
                   not relied exclusively on any information provided to it by
                   the Existing Lender in connection with any Finance Document;
                   and

              (b)  will continue to make its own independent appraisal of the
                   creditworthiness of each Obligor and its related entities
                   whilst any amount is or may be outstanding under the Finance
                   Documents or any Commitment is in force.

      33.4.3  Nothing in any Finance Document obliges an Existing Lender to:

              (a)  accept a re-transfer from a New Lender of any of the rights
                   and obligations assigned or transferred under this Clause 33
                   (Changes to the Lenders); or

              (b)  support any losses directly or indirectly incurred by the New
                   Lender by reason of the non-performance by any Obligor of its
                   obligations under the Finance Documents or otherwise.

33.5  Procedure for transfer

      33.5.1  Subject to the conditions set out in Clause 33.2 (Conditions of
              assignment or transfer) a transfer is effected in accordance with
              paragraph 33.5.3 below when the Agent executes an otherwise duly
              completed Transfer Agreement delivered to it by the Existing
              Lender and the New Lender. The Agent shall, as soon as reasonably
              practicable after receipt by it of a duly completed Transfer
              Agreement appearing on its face to comply with the terms of this
              Agreement and delivered in accordance with the terms of this
              Agreement, execute that Transfer Agreement.

      33.5.2  The Agent shall only be obliged to execute a Transfer Agreement
              delivered to it by the Existing Lender and the New Lender upon its
              completion of all "know your customer" or other checks relating to
              any person that it is required to carry-out in relation to the
              transfer to such New Lender.

      33.5.3  By virtue of the execution of a Transfer Agreement, as from the
              Transfer Date:

              (a)  to the extent that in the Transfer Agreement the Existing
                   Lender seeks to transfer its rights and obligations under the
                   Finance Documents, the Existing Lender shall be discharged to
                   the extent provided for in the Transfer Agreement from
                   further obligations towards each of the Obligors and the
                   other Finance Parties under the Finance Documents;

              (b)  the rights and obligations of the Existing Lender with
                   respect to the Obligors shall be transferred to the New
                   Lender, to the extent provided for in the Transfer Agreement;


                                      -72-
<PAGE>

              (c)  the Agent, the Arrangers, the New Lender and other Lenders
                   shall have the same rights and obligations between themselves
                   as they would have had had the New Lender been an Original
                   Lender with the rights and/or obligations to which it is
                   entitled and subject as a result of the transfer and to that
                   extent the Agent, the Arrangers and the Existing Lender shall
                   each be released from further obligations to each other under
                   the Finance Documents; and

              (d)  the New Lender shall become a Party as a "Lender".

      33.5.4  The Agent shall notify the Company if a Lender has effected a
              transfer to another Lender or to an Affiliate of a Lender pursuant
              to Clause 33.2.1 above.

      33.5.5  The Agent, acting for these purposes solely as an agent of the
              Borrowers, will maintain (and make available for inspection by the
              Borrowers and the Lenders upon reasonable prior notice at
              reasonable times) a register for the recordation of, and will
              record, the names and addresses of the Lenders and the respective
              amounts of the Commitments and Loans of each Lender from time to
              time (the "Register"). Absent manifest error, the entries in the
              Register shall be conclusive and binding for all purposes and the
              Borrowers, the Agent and the Lenders shall, absent manifest error,
              treat each person whose name is recorded in the Register as a
              Lender hereunder for all purposes of this Agreement.

34.   SECURITY OVER LENDERS' RIGHTS

      In addition to the other rights provided to Lenders under Clause 33
      (Changes to the Lenders), each Lender may without consulting with or
      obtaining consent from any Obligor, at any time charge, assign or
      otherwise create Security in or over (whether by way of collateral or
      otherwise) all or any of its rights under any Finance Document to secure
      obligations of that Lender including, without limitation:

      (a)  any charge, assignment or other Security to secure its obligations to
           a federal reserve or central bank or equivalent body (including the
           SFEF (Societe de financement de l'economie francaise)); and

      (b)  in the case of any Lender which is a fund, any charge, assignment or
           other Security granted to any holders (or trustee or representatives
           of holders) of obligations owed, or securities issued, by that Lender
           as Security for those obligations or securities,

           except that no such charge, assignment or Security shall:

              (i)   release a Lender from any of its obligations under the
                    Finance Documents or substitute the beneficiary of the
                    relevant charge, assignment or Security for the Lender as a
                    party to any of the Finance Documents; or

              (ii)  require any payments to be made by an Obligor other than or
                    in excess of, or grant to any person any more extensive
                    rights than, those required to be made or granted to the
                    relevant Lender under the Finance Documents.


                                      -73-
<PAGE>

35.   PRO RATA INTEREST SETTLEMENT

      If the Agent has notified the Lenders that it is able to distribute
      interest payments on a "pro rata basis" to Existing Lenders and New
      Lenders then (in respect of any transfer pursuant to Clause 33.5
      (Procedure for transfer) the Transfer Date of which, in each case, is
      after the date of such notification and is not on the last day of an
      Interest Period):

      (a)  any interest or fees in respect of the relevant participation
           which are expressed to accrue by reference to the lapse of time
           shall continue to accrue in favour of the Existing Lender up to but
           excluding the Transfer Date ("Accrued Amounts") and shall become due
           and payable to the Existing Lender (without further interest accruing
           on them) on the last day of the current Interest Period (or, if the
           Interest Period is longer than six Months, on the next of the dates
           which falls at six Monthly intervals after the first day of that
           Interest Period); and

      (b)  the rights assigned or transferred by the Existing Lender will not
           include the right to the Accrued Amounts so that, for the
           avoidance of doubt:

              (i)  when the Accrued Amounts become payable, those Accrued
                   Amounts will be payable for the account of the Existing
                   Lender; and

              (ii) the amount payable to the New Lender on that date will be the
                   amount which would, but for the application of this Clause
                   35, have been payable to it on that date, but after deduction
                   of the Accrued Amounts.

36.   CHANGES TO THE OBLIGORS

36.1  Assignments and transfer by Obligors

      No Obligor may assign any of its rights or transfer any of its rights or
      obligations under the Finance Documents.

36.2  Additional Borrowers

      36.2.1  Subject to compliance with the provisions of Clauses 28.3 and 28.4
              of Clause 28 ("Know your customer" checks), the Company may
              request that any of its Subsidiaries becomes an Additional
              Borrower. That Subsidiary shall become an Additional Borrower in
              relation to the Facility (or Facilities) specified in the
              Accession Letter if:

              (a)  in relation to any Subsidiary not incorporated in France, the
                   United Kingdom, the United States of America or any other
                   country of the European Union or the OECD, all the Lenders
                   approve the addition of that Subsidiary;

              (b)  the Company delivers to the Agent a duly completed and
                   executed Accession Letter which specifies whether the
                   Subsidiary is to become an Additional Borrower;


                                      -74-
<PAGE>

              (c)  the Company confirms that no Event of Default or Special
                   Early Termination Event is continuing or would occur as a
                   result of that Subsidiary becoming an Additional Borrower;

              (d)  the Agent has received all of the documents and other
                   evidence listed in Part B of Schedule 2 (Conditions
                   precedent) in relation to that Additional Borrower, each in
                   form and substance satisfactory to the Agent.

              (e)  (in relation to any Subsidiary not incorporated in France,
                   the United Kingdom or the United States) each Lender has
                   notified the Agent that it is satisfied that it will be able,
                   without contravening any applicable law, to participate in
                   Utilisations made by the proposed Additional Borrower;

      36.2.2  The Agent shall notify the Company and the Lenders promptly upon
              being satisfied that it has received (in form and substance
              satisfactory to it) all the documents and other evidence listed in
              Part B of Schedule 2 (Conditions precedent).

      36.2.3  If the Additional Borrower is not incorporated or deemed to be
              resident for tax purposes in France, the United Kingdom or the
              United States, paragraph 17.2.4(a) shall not apply to payments
              made by it to a Lender which was not a Qualifying Lender at the
              time it became an Additional Borrower.

36.3  Resignation of a Borrower

      36.3.1  The Company may request that a Borrower (other than the Company)
              ceases to be a Borrower by delivering to the Agent a Resignation
              Letter.

      36.3.2  The Agent shall accept a Resignation Letter and notify the Company
              and the Lenders of its acceptance if:

              (a)  no Event of Default or Special Early Termination Event is
                   continuing or would result from the acceptance of the
                   Resignation Letter (and the Company has confirmed this is the
                   case); and

              (b)  the Borrower is under no actual or contingent obligations as
                   a Borrower under any Finance Documents,

              whereupon that company shall cease to be a Borrower and shall have
              no further rights or obligations under the Finance Documents.

36.4  Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant
Subsidiary that the Repeating Representations are true and correct in relation
to it as at the date of delivery as if made by reference to the facts and
circumstances then existing.


                                      -75-
<PAGE>

                                   SECTION 10
                              THE FINANCE PARTIES

37.   ROLE OF THE AGENT, THE ARRANGERS AND THE SWINGLINE AGENT

37.1  Appointment of the Agent

      37.1.1  Each other Finance Party appoints the Agent to act as its agent
              under and in connection with the Finance Documents.

      37.1.2  Each other Finance Party authorises the Agent to exercise the
              rights, powers, authorities and discretions specifically given to
              the Agent under or in connection with the Finance Documents
              together with any other incidental rights, powers, authorities and
              discretions.

37.2  Duties of the Agent

      37.2.1  The Agent shall promptly forward to a Party the original or a copy
              of any document other than any Transfer Agreement which is
              delivered to the Agent for that Party by any other Party.

      37.2.2  Except where a Finance Document specifically provides otherwise,
              the Agent is not obliged to review or check the adequacy, accuracy
              or completeness of any document it forwards to another Party.

      37.2.3  If the Agent receives notice from a Party referring to this
              Agreement, describing an Event of Default or a Special Early
              Termination Event and stating that the circumstance described is
              an Event of Default or a Special Early Termination Event, it shall
              promptly notify the Finance Parties.

      37.2.4  If the Agent is aware of the non-payment of any principal,
              interest, non-utilisation fee or other fee payable to a Finance
              Party (other than the Agent or the Arrangers) under this Agreement
              it shall promptly notify the other Finance Parties.

      37.2.5  The Agent's duties under the Finance Documents are solely
              mechanical and administrative in nature.

      37.2.6  The Agent shall provide to the Company within ten (10) Business
              Days of a request by the Company (but no more frequently than once
              per calendar month), a list (which may be in electronic form)
              setting out the names of the Lenders as at the date of that
              request, their respective Commitments, the address and fax number
              (and the department or officer, if any, for whose attention any
              communication is to be made) of each Lender for any communication
              to be made or document to be delivered under or in connection with
              the Finance Documents, the electronic mail address and/or any
              other information required to enable the sending and receipt of
              information by electronic mail or other electronic means to and by
              each Lender to whom any communication under or in connection with
              the Finance Documents may be made by that means and the account
              details of each Lender for any payment to be distributed by the
              Agent to that Lender under the Finance Documents.


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37.3  Role of the Arrangers

      Except as specifically provided in the Finance Documents, the Arrangers
      have no obligations of any kind to any other Party under or in connection
      with any Finance Document.

37.4  No fiduciary duties

      37.4.1  Nothing in this Agreement constitutes the Agent or the Arrangers
              as a trustee or fiduciary of any other person.

      37.4.2  Neither the Agent nor the Arrangers shall be bound to account to
              any Lender for any sum or the profit element of any sum received
              by it for its own account.

37.5  Business with the Group

      The Agent and the Arrangers may accept deposits from, lend money to and
      generally engage in any kind of banking or other business with any member
      of the Group.

37.6  Rights and discretions of the Agent

      37.6.1  The Agent may rely on:

              (a)  any representation, notice or document believed by it to be
                   genuine, correct and appropriately authorised; and

              (b)  any statement made by a director, authorised signatory or
                   employee of any person regarding any matters which may
                   reasonably be assumed to be within his knowledge or within
                   his power to verify.

      37.6.2  The Agent may assume (unless it has received notice to the
              contrary in its capacity as agent for the Lenders) that:

              (a)  no Event of Default or Special Early Termination Event has
                   occurred (unless it has actual knowledge of an Event of
                   Default arising under Clause 31.1 (Non-payment));

              (b)  any right, power, authority or discretion vested in any Party
                   or the Majority Lenders has not been exercised; and

              (c)  any notice or request made by the Company (other than a
                   Utilisation Request) is made on behalf of and with the
                   consent and knowledge of all the Obligors.

      37.6.3  The Agent may engage, pay for and rely on the advice or services
              of any lawyers, accountants, surveyors or other experts.

      37.6.4  The Agent may act in relation to the Finance Documents through its
              personnel and agents.


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      37.6.5  The Agent may disclose to any other Party any information it
              reasonably believes it has received as agent under this Agreement.

      37.6.6  Notwithstanding any other provision of any Finance Document to the
              contrary, neither the Agent nor the Arrangers is obliged to do or
              omit to do anything if it would or might in its reasonable opinion
              constitute a breach of any law or regulation or a breach of a
              fiduciary duty or duty of confidentiality.

      37.6.7  Without prejudice to the generality of Clause 37.6.5 above, the
              Agent may disclose the identity of a Defaulting Lender to the
              other Finance Parties and the Company and shall disclose the same
              upon the written request of the Company or the Majority Lenders.

      37.6.8  The Agent may not disclose to any Finance Party any details of the
              rate notified to the Agent by any Lender or the identity of any
              such Lender for the purpose of Clause 15.2 (Market Disruption).

37.7  Majority Lenders' instructions

      37.7.1  Unless a contrary indication appears in a Finance Document, the
              Agent shall (i) exercise any right, power, authority or discretion
              vested in it as Agent in accordance with any instructions given to
              it by the Majority Lenders (or, if so instructed by the Majority
              Lenders, refrain from exercising any right, power, authority or
              discretion vested in it as Agent) and (ii) not be liable for any
              act (or omission) if it acts (or refrains from taking any action)
              in accordance with an instruction of the Majority Lenders.

      37.7.2  Unless a contrary indication appears in a Finance Document, any
              instructions given by the Majority Lenders will be binding on all
              the Finance Parties.

      37.7.3  The Agent may refrain from acting in accordance with the
              instructions of the Majority Lenders (or, if appropriate, the
              Lenders) until it has received such security as it may require for
              any cost, loss or liability (together with any associated VAT)
              which it may incur in complying with the instructions.

      37.7.4  In the absence of instructions from the Majority Lenders, (or, if
              appropriate, the Lenders) the Agent may act (or refrain from
              taking action) as it considers to be in the best interest of the
              Lenders.

      37.7.5  The Agent is not authorised to act on behalf of a Lender in any
              legal or arbitration proceedings relating to any Finance Document,
              without having first obtained that Lender's authority to act on
              its behalf in those proceedings.

37.8  Responsibility for documentation

      Neither the Agent nor the Arrangers:

      37.8.1  is responsible for the adequacy, accuracy and/or completeness of
              any information (whether oral or written) supplied by the Agent,
              the Arrangers, an Obligor or any other person given in or in
              connection with any Finance Document; or


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      37.8.2  is responsible for the legality, validity, effectiveness, adequacy
              or enforceability of any Finance Document or any other agreement,
              arrangement or document entered into, made or executed in
              anticipation of or in connection with any Finance Document.

37.9  Exclusion of liability

      37.9.1  Without limiting paragraph 37.9.2 below and without prejudice to
              the provisions of Clause 41.5 (Disruption to Payment Systems
              etc.), the Agent will not be liable for any action taken by it
              under or in connection with any Finance Document, unless directly
              caused by its gross negligence or wilful misconduct.

      37.9.2  No Party (other than the Agent) may take any proceedings against
              any officer, employee or agent of the Agent in respect of any
              claim it might have against the Agent or in respect of any act or
              omission of any kind by that officer, employee or agent in
              relation to any Finance Document and any officer, employee or
              agent of the Agent may rely on this Clause.

      37.9.3  The Agent will not be liable for any delay (or any related
              consequences) in crediting an account with an amount required
              under the Finance Documents to be paid by the Agent if the Agent
              has taken all necessary steps as soon as reasonably practicable to
              comply with the regulations or operating procedures of any
              recognised clearing or settlement system used by the Agent for
              that purpose.

      37.9.4  Nothing in this Agreement shall oblige the Agent or the Arranger
              to carry out any "know your customer" or other checks in relation
              to any person on behalf of any Lender and each Lender confirms to
              the Agent and the Arranger that it is solely responsible for any
              such checks it is required to carry out and that it may not rely
              on any statement in relation to such checks made by the Agent or
              Arranger.

37.10 Lenders' indemnity to the Agent

      Each Lender shall (in proportion to its share of the Total Commitments or,
      if the Total Commitments are then zero, to its share of the Total
      Commitments immediately prior to their reduction to zero) indemnify the
      Agent, within three (3) Business Days of demand, against any cost, loss or
      liability incurred by the Agent (otherwise than by reason of the Agent's
      gross negligence or wilful misconduct) (or in the case of any cost, loss
      or liability pursuant to Clause 41 (Disruption to Payment Systems etc)
      notwithstanding the Agent's negligence, gross negligence or any other
      category of liability whatsoever but not including any claim based on the
      fraud of the Agent) in acting as Agent under the Finance Documents (unless
      the Agent has been reimbursed by an Obligor pursuant to a Finance
      Document).

37.11 Resignation of the Agent

      37.11.1 The Agent may resign and appoint one of its Affiliates as
              successor by giving notice to the other Finance Parties and the
              Company.


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<PAGE>

      37.11.2 Alternatively the Agent may resign by giving notice to the other
              Finance Parties and the Company, in which case the Majority
              Lenders (after consultation with the Company) may appoint a
              successor Agent.

      37.11.3 If the Majority Lenders have not appointed a successor Agent in
              accordance with paragraph 37.11.2 above within thirty (30) days
              after notice of resignation was given, the Agent (after
              consultation with the Company) may appoint a successor Agent.

      37.11.4 The retiring Agent shall, at its own cost, make available to the
              successor Agent such documents and records and provide such
              assistance as the successor Agent may reasonably request for the
              purposes of performing its functions as Agent under the Finance
              Documents.

      37.11.5 The Agent's resignation notice shall only take effect upon the
              appointment of a successor.

      37.11.6 Upon the appointment of a successor, the retiring Agent shall be
              discharged from any further obligation in respect of the Finance
              Documents but shall remain entitled to the benefit of this Clause
              37 (Role of the Agent, the Arrangers and the Swingline Agent). Its
              successor and each of the other Parties shall have the same rights
              and obligations amongst themselves as they would have had if such
              successor had been an original Party.

      37.11.7 After consultation with the Company, the Majority Lenders may, by
              notice to the Agent, require it to resign in accordance with
              paragraph 37.11.2 above. In this event, the Agent shall resign in
              accordance with paragraph 37.11.2 above.

37.12 Replacement of the Agent

      (a)     After consultation with the Company, the Majority Lenders may, by
              giving thirty (30) days' notice to the Agent (or, at any time the
              Agent is an Impaired Agent, by giving any shorter notice
              determined by the Majority Lenders) replace the Agent by
              appointing a successor Agent (acting through an office in France).

      (b)     The retiring Agent shall (at its own cost if it is an Impaired
              Agent and otherwise at the expense of the Lenders) make available
              to the successor Agent such documents and records and provide such
              assistance as the successor Agent may reasonably request for the
              purposes of performing its functions as Agent under the Finance
              Documents.

      (c)     The appointment of the successor Agent shall take effect on the
              date specified in the notice from the Majority Lenders to the
              retiring Agent. As from this date, the retiring Agent shall be
              discharged from any further obligation in respect of the Finance
              Documents but shall remain entitled to the benefit of this Clause
              38 (and any agency fees for the account of the retiring Agent
              shall cease to accrue from (and shall be payable on) that date).


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      (d)     Any successor Agent and each of the other Parties shall have the
              same rights and obligations amongst themselves as they would have
              had if such successor had been an original Party.

37.13 Confidentiality

      37.13.1 In acting as agent for the Finance Parties, the Agent shall be
              regarded as acting through its agency division which shall be
              treated as a separate entity from any other of its divisions or
              departments.

      37.13.2 If information is received by another division or department of
              the Agent, it may be treated as confidential to that division or
              department and the Agent shall not be deemed to have notice of it.

37.14 Relationship with the Lenders

      37.14.1 Subject to Clause 35 (Pro rata interest settlement), the Agent may
              treat each Lender as a Lender, entitled to payments under this
              Agreement and acting through its Facility Office unless it has
              received not less than five (5) Business Days prior notice from
              that Lender to the contrary in accordance with the terms of this
              Agreement.

      37.14.2 Each Lender shall supply the Agent with any information required
              by the Agent in order to calculate the Mandatory Cost in
              accordance with Schedule 4 (Mandatory Cost Formulae).

37.15 Credit appraisal by the Lenders

      Without affecting the responsibility of any Obligor for information
      supplied by it or on its behalf in connection with any Finance Document,
      each Lender confirms to the Agent and the Arrangers that it has been, and
      will continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to:

      37.15.1 the financial condition, status and nature of each member of the
              Group;

      37.15.2 the legality, validity, effectiveness, adequacy or enforceability
              of any Finance Document and any other agreement, arrangement or
              document entered into, made or executed in anticipation of, under
              or in connection with any Finance Document;

      37.15.3 whether that Lender has recourse, and the nature and extent of
              that recourse, against any Party or any of its respective assets
              under or in connection with any Finance Document, the transactions
              contemplated by the Finance Documents or any other agreement,
              arrangement or document entered into, made or executed in
              anticipation of, under or in connection with any Finance Document;
              and

      37.15.4 the adequacy, accuracy and/or completeness of the Information
              Memorandum and any other information provided by the Agent, any
              Party or by any other person under or in connection with any
              Finance Document, the transactions contemplated by the Finance
              Documents or any other agreement, arrangement or document entered
              into, made or executed in anticipation of, under or in connection
              with any Finance Document.


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37.16 Reference Banks

      If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
      of which it is an Affiliate) ceases to be a Lender, the Agent shall (in
      consultation with the Company) appoint another Lender or an Affiliate of a
      Lender to replace that Reference Bank.

37.17 Deduction from amounts payable by the Agent

      If any Party owes an amount to the Agent under the Finance Documents the
      Agent may, after giving notice to that Party, deduct an amount not
      exceeding that amount from any payment to that Party which the Agent would
      otherwise be obliged to make under the Finance Documents and apply the
      amount deducted in or towards satisfaction of the amount owed. For the
      purposes of the Finance Documents that Party shall be regarded as having
      received any amount so deducted.

37.18 Swingline Agent

      37.18.1 Each Swingline Lender appoints the Swingline Agent to act as its
              agent in connection with the Swingline Facility, and accordingly
              to exercise the rights, powers, authorities and discretions
              specifically given to the Swingline Agent under or in connection
              with the Finance Documents, together with any other incidental
              rights, powers, authorities and discretions.

      37.18.2 Notwithstanding any other term of this Agreement and without
              limiting the liability of any Obligor under the Finance Documents,
              each Facility A Lender shall (in the proportion its Facility A
              Commitment bears to the Total Commitments or, if the Total
              Commitments are then zero, bore to the Total Commitments
              immediately prior to their reduction to zero) pay to or indemnify
              the Swingline Agent, within three (3) Business Days of demand, for
              or against any cost, loss or liability incurred by the Swingline
              Agent (other than by reason of the Swingline Agent's gross
              negligence or wilful misconduct) in acting as Swingline Agent
              (unless the Swingline Agent has been reimbursed by an Obligor
              pursuant to a Finance Document).

      37.18.3 This Clause 37 (except Clause 37.10 (Lenders' indemnity to the
              Agent)) applies to the Swingline Agent as if each reference to the
              "Agent" were as a reference to the Swingline Agent.

38.   CONDUCT OF BUSINESS BY THE FINANCE PARTIES

      No provision of this Agreement will:

      38.1.1  interfere with the right of any Finance Party to arrange its
              affairs (tax or otherwise) in whatever manner it thinks fit;

      38.1.2  oblige any Finance Party to investigate or claim any credit,
              relief, remission or repayment available to it or the extent,
              order and manner of any claim; or


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      38.1.3  oblige any Finance Party to disclose any information relating to
              its affairs (tax or otherwise) or any computations in respect of
              Tax.

39.   SHARING AMONG THE FINANCE PARTIES

39.1  Payments to Finance Parties

      If a Finance Party (a "Recovering Finance Party") receives or recovers any
      amount from an Obligor other than in accordance with Clause 40 (Payment
      mechanics) and applies that amount to a payment due under the Finance
      Documents then:

      39.1.1  the Recovering Finance Party shall, within three (3) Business
              Days, notify details of the receipt or recovery to the Agent;

      39.1.2  the Agent shall determine whether the receipt or recovery is in
              excess of the amount the Recovering Finance Party would have been
              paid had the receipt or recovery been received or made by the
              Agent and distributed in accordance with Clause 40 (Payment
              mechanics), without taking account of any Tax which would be
              imposed on the Agent in relation to the receipt, recovery or
              distribution; and

      39.1.3  the Recovering Finance Party shall, within three (3) Business Days
              of demand by the Agent, pay to the Agent an amount (the "Sharing
              Payment") equal to such receipt or recovery less any amount which
              the Agent determines may be retained by the Recovering Finance
              Party as its share of any payment to be made, in accordance with
              Clause 41.5 (Partial payments).

39.2  Redistribution of payments

      The Agent shall treat the Sharing Payment as if it had been paid by the
      relevant Obligor and distribute it between the Finance Parties (other than
      the Recovering Finance Party) in accordance with Clause 41.5 (Partial
      payments).

39.3  Recovering Finance Party's rights

      39.3.1  On a distribution by the Agent under Clause 39.2 (Redistribution
              of payments), the Recovering Finance Party will be subrogated to
              the rights of the Finance Parties which have shared in the
              redistribution which Finance Parties agree that they will in that
              connection waive the benefit of Article 1252 of the French Code
              Civil.

      39.3.2  If and to the extent that the Recovering Finance Party is not able
              to rely on its rights under paragraph 39.3.1 above, the relevant
              Obligor shall be liable to the Recovering Finance Party for a debt
              equal to the Sharing Payment which is immediately due and payable.

39.4  Reversal of redistribution

      If any part of the Sharing Payment received or recovered by a Recovering
      Finance Party becomes repayable and is repaid by that Recovering Finance
      Party, then:


                                      -83-
<PAGE>

      39.4.1  each Finance Party which has received a share of the relevant
              Sharing Payment pursuant to Clause 39.2 (Redistribution of
              payments) shall, upon request of the Agent, pay to the Agent for
              account of that Recovering Finance Party an amount equal to the
              appropriate part of its share of the Sharing Payment (together
              with an amount as is necessary to reimburse that Recovering
              Finance Party for its proportion of any interest on the Sharing
              Payment which that Recovering Finance Party is required to pay);
              and

      39.4.2  that Recovering Finance Party's rights of subrogation in respect
              of any reimbursement shall be cancelled and the relevant Obligor
              will be liable to the reimbursing Finance Party for the amount so
              reimbursed.

39.5  Exceptions

      39.5.1  This Clause 39 (Sharing among the Finance Parties) shall not apply
              to the extent that the Recovering Finance Party would not, after
              making any payment pursuant to this Clause, have a valid and
              enforceable claim against the relevant Obligor.

      39.5.2  A Recovering Finance Party is not obliged to share with any other
              Finance Party any amount which the Recovering Finance Party has
              received or recovered as a result of taking legal or arbitration
              proceedings, if:

              (a)  it notified that other Finance Party of the legal or
                   arbitration proceedings; and

              (b)  that other Finance Party had an opportunity to participate in
                   those legal or arbitration proceedings but did not do so as
                   soon as reasonably practicable having received notice and did
                   not take separate legal or arbitration proceedings.


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                                   SECTION 11
                                 ADMINISTRATION

40.   PAYMENT MECHANICS

40.1  Payments to the Agent

      40.1.1  On each date on which an Obligor or a Lender is required to make a
              payment under a Finance Document, that Obligor or Lender shall
              make the same available to the Agent (unless a contrary indication
              appears in a Finance Document) for value on the due date at the
              time and in such funds specified by the Agent as being customary
              at the time for settlement of transactions in the relevant
              currency in the place of payment.

      40.1.2  Payment shall be made to such account in the principal financial
              centre of the country of that currency (or, in relation to euro,
              in a principal financial centre in a Participating Member State or
              London) with such bank as the Agent specifies.

40.2  Distributions by the Agent

      Each payment received by the Agent under the Finance Documents for another
      Party shall, subject to Clause 40.3 (Distributions to an Obligor) and
      Clause 40.4 (Clawback) be made available by the Agent as soon as
      practicable after receipt to the Party entitled to receive payment in
      accordance with this Agreement (in the case of a Lender, for the account
      of its Facility Office), to such account as that Party may notify to the
      Agent by not less than five Business Days' notice with a bank in the
      principal financial centre of the country of that currency (or, in
      relation to euro, in the principal financial centre of a Participating
      Member State or London).

40.3  Distributions to an Obligor

      The Agent may (with the consent of the Obligor or in accordance with
      Clause 43 (Set-off)) apply any amount received by it for that Obligor in
      or towards payment (on the date and in the currency and funds of receipt)
      of any amount due from that Obligor under the Finance Documents or in or
      towards purchase of any amount of any currency to be so applied.

40.4  Clawback

      40.4.1  Where a sum is to be paid to the Agent under the Finance Documents
              for another Party, the Agent is not obliged to pay that sum to
              that other Party (or to enter into or perform any related exchange
              contract) until it has been able to establish to its satisfaction
              that it has actually received that sum.

      40.4.2  If the Agent pays an amount to another Party and it proves to be
              the case that the Agent had not actually received that amount,
              then the Party to whom that amount (or the proceeds of any related
              exchange contract) was paid by the Agent shall on demand refund
              the same to the Agent together with interest on that amount from
              the date of payment to the date of receipt by the Agent,
              calculated by the Agent to reflect its cost of funds.


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40.5  Partial payments

      40.5.1  If the Agent receives a payment that is insufficient to discharge
              all the amounts then due and payable by an Obligor under the
              Finance Documents, the Agent shall apply that payment towards the
              obligations of that Obligor under the Finance Documents in the
              following order:

              (a)  first, in or towards payment pro rata of any unpaid fees,
                   costs and expenses of the Agent under the Finance Documents;

              (b)  secondly, in or towards payment pro rata of any accrued
                   interest, fee or commission due but unpaid under this
                   Agreement;

              (c)  thirdly, in or towards payment pro rata of any principal due
                   but unpaid under this Agreement and any amount due but unpaid
                   under Clauses 7.2 (Claims under a Letter of Credit) and 7.3
                   (Indemnities); and

              (d)  fourthly, in or towards payment pro rata of any other sum due
                   but unpaid under the Finance Documents.

      40.5.2  The Agent shall, if so directed by the Majority Lenders, vary the
              order set out in paragraphs 40.5.1(b) to 40.5.1(d) above.

      40.5.3  Paragraphs 40.5.1 and 40.5.2 above will override any appropriation
              made by an Obligor.

40.6  Application to Swingline Agent

      Clauses 40.1 (Payments to the Agent), 40.2 (Distributions by the Agent),
      40.3 (Distributions to an Obligor) and 40.4 (Clawback) shall apply in
      relation to payments under the Swingline Facility as if references therein
      to the Agent were to the Swingline Agent.

40.7  No set-off by Obligors

      All payments to be made by an Obligor under the Finance Documents shall be
      calculated and be made without (and free and clear of any deduction for)
      set-off or counterclaim.

40.8  Business Days

      40.8.1  Any payment which is due to be made on a day that is not a
              Business Day shall be made on the next Business Day in the same
              calendar month (if there is one) or the preceding Business Day (if
              there is not).

      40.8.2  During any extension of the due date for payment of any principal
              or Unpaid Sum under this Agreement interest is payable on the
              principal or Unpaid Sum at the rate payable on the original due
              date.


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<PAGE>

40.9 Currency of account

      40.9.1  Subject to paragraphs 40.9.2 to 40.9.5 below, the Base Currency is
              the currency of account and payment for any sum due from an
              Obligor under any Finance Document.

      40.9.2  A repayment of a Utilisation or Unpaid Sum or a part of a
              Utilisation or Unpaid Sum shall be made in the currency in which
              that Utilisation or Unpaid Sum is denominated on its due date.

      40.9.3  Each payment of interest shall be made in the currency in which
              the sum in respect of which the interest is payable was
              denominated when that interest accrued.

      40.9.4  Each payment in respect of costs, expenses or Taxes shall be made
              in the currency in which the costs, expenses or Taxes are
              incurred.

      40.9.5  Any amount expressed to be payable in a currency other than the
              Base Currency shall be paid in that other currency.

40.10 Change of currency

      40.10.1 Unless otherwise prohibited by law, if more than one currency or
              currency unit are at the same time recognised by the central bank
              of any country as the lawful currency of that country, then:

              (a)  any reference in the Finance Documents to, and any
                   obligations arising under the Finance Documents in, the
                   currency of that country shall be translated into, or paid
                   in, the currency or currency unit of that country designated
                   by the Agent (after consultation with the Company); and

              (b)  any translation from one currency or currency unit to another
                   shall be at the official rate of exchange recognised by the
                   central bank for the conversion of that currency or currency
                   unit into the other, rounded up or down by the Agent (acting
                   reasonably).

      40.10.2 If a change in any currency of a country occurs, this Agreement
              will, to the extent the Agent (acting reasonably and after
              consultation with the Company) specifies to be necessary, be
              amended to comply with any generally accepted conventions and
              market practice in the Relevant Interbank Market and otherwise to
              reflect the change in currency.

41.   DISRUPTION TO PAYMENT SYSTEMS ETC.

      If either the Agent determines (in its discretion) that a Disruption Event
      has occurred or the Agent is notified by the Company that a Disruption
      Event has occurred:

41.1  the Agent may, and shall if requested to do so by the Company, consult
      with the Company with a view to agreeing with the Company such changes to
      the operation or administration of the Facilities as the Agent may deem
      necessary in the circumstances;


                                      -87-
<PAGE>

41.2  the Agent shall not be obliged to consult with the Company in relation to
      any changes mentioned in Clause 41.1 if, in its opinion, it is not
      practicable to do so in the circumstances and, in any event, shall have no
      obligation to agree to such changes;

41.3  the Agent may consult with the Finance Parties in relation to any changes
      mentioned in Clause 42.1 but shall not be obliged to do so if, in its
      opinion, it is not practicable to do so in the circumstances;

41.4  any such changes agreed upon by the Agent and the Company shall (whether
      or not it is finally determined that a Disruption Event has occurred) be
      binding upon the Parties as an amendment to (or, as the case may be,
      waiver of) the terms of the Finance Documents notwithstanding the
      provisions of Clause 49 (Amendments and Waivers);

41.5  the Agent shall not be liable for any damages, costs or losses whatsoever
      (including, without limitation for negligence, gross negligence or any
      other category of liability whatsoever but not including any claim based
      on the fraud of the Agent) arising as a result of its taking, or failing
      to take, any actions pursuant to or in connection with this Clause 41; and

41.6  the Agent shall notify the Finance Parties of all changes agreed pursuant
      to Clause41.4 above.

42.   IMPAIRED AGENT

42.1  If, at any time, the Agent becomes an Impaired Agent, an Obligor or a
      Lender which is required to make a payment under the Finance Documents to
      the Agent in accordance with Clause 40.1 (Payments to the Agent) may
      instead either pay that amount directly to the required recipient or pay
      that amount to an interest-bearing account held with an Acceptable Bank
      and in relation to which no Insolvency Event has occurred and is
      continuing, in the name of the Obligor or the Lender making the payment
      and designated as a trust account for the benefit of the Party or Parties
      beneficially entitled to that payment under the Finance Documents. In each
      case such payments must be made on the due date for payment under the
      Finance Documents.

42.2  All interest accrued on the amount standing to the credit of the trust
      account shall be for the benefit of the beneficiaries of that trust
      account pro rata to their respective entitlements.

42.3  A Party which has made a payment in accordance with this Clause 42 shall
      be discharged of the relevant payment obligation under the Finance
      Documents and shall not take any credit risk with respect to the amounts
      standing to the credit of the trust account.

42.4  Promptly upon the appointment of a successor Agent in accordance with
      Clause 38.12 (Replacement of the Agent), each Party which has made a
      payment to a trust account in accordance with this Clause 42 shall give
      all requisite instructions to the bank with whom the trust account is held
      to transfer the amount (together with any accrued interest) to the
      successor Agent for distribution in accordance with Clause 40.2
      (Distributions by the Agent).


                                      -88-
<PAGE>

43.   SET-OFF

      A Finance Party may set off any matured obligation due from an Obligor
      under the Finance Documents (to the extent beneficially owned by that
      Finance Party) against any matured obligation owed by that Finance Party
      to that Obligor, regardless of the place of payment, booking branch or
      currency of either obligation. If the obligations are in different
      currencies, the Finance Party may convert either obligation at a market
      rate of exchange in its usual course of business for the purpose of the
      set-off.

44.   NOTICES

44.1  Communications in writing

      Any communication to be made under or in connection with the Finance
      Documents shall be made in writing and, unless otherwise stated, may be
      made by fax or letter.

44.2  Addresses

      The address and fax number (and the department or officer, if any, for
      whose attention the communication is to be made) of each Party for any
      communication or document to be made or delivered under or in connection
      with the Finance Documents is:

      44.2.1  in the case of the Company, that identified with its name in the
              signature pages of this Agreement;

      44.2.2  in the case of each Lender or any other Obligor, that identified
              with its name in the signature pages of this Agreement or notified
              in writing to the Agent on or prior to the date on which it
              becomes a Party; and

      44.2.3  in the case of the Agent or the Swingline Agent, that identified
              with its name in the signature pages of this Agreement,

      or any substitute address or fax number or department or officer as the
      Party may notify to the Agent (or the Agent may notify to the other
      Parties, if a change is made by the Agent) by not less than five (5)
      Business Days' notice.

44.3 Delivery

      44.3.1  Any communication or document made or delivered by one person to
              another under or in connection with the Finance Documents will
              only be effective:

              (a)  if by way of fax, when received in legible form; or

              (b)  if by way of letter, when it has been left at the relevant
                   address or five (5) Business Days after being deposited in
                   the post postage prepaid in an envelope addressed to it at
                   that address,

              and, if a particular department or officer is specified as part of
              its address details provided under Clause 44.2 (Addresses), if
              addressed to that department or officer.


                                      -89-
<PAGE>

      44.3.2  Any communication or document to be made or delivered to the Agent
              will be effective only when actually received by the Agent and
              then only if it is expressly marked for the attention of the
              department or officer identified with the Agent's signature below
              (or any substitute department or officer as the Agent shall
              specify for this purpose).

      44.3.3  All notices from or to an Obligor shall be sent through the Agent.

      44.3.4  Any communication or document made or delivered to the Company in
              accordance with this Clause will be deemed to have been made or
              delivered to each of the Obligors.

44.4  Notification of address and fax number

      Promptly upon receipt of notification of an address and fax number or
      change of address or fax number pursuant to Clause 44.2 (Addresses) or
      changing its own address or fax number, the Agent shall notify the other
      Parties.

44.5 Electronic communication

      44.5.1  Any communication to be made between the Agent or the Swingline
              Agent and a Lender under or in connection with the Finance
              Documents may be made by electronic mail or other electronic
              means, if the Agent or the Swingline Agent and the relevant
              Lender:

              (a)  agree that, unless and until notified to the contrary, this
                   is to be an accepted form of communication;

              (b)  notify each other in writing of their electronic mail address
                   and/or any other information required to enable the sending
                   and receipt of information by that means; and

              (c)  notify each other of any change to their address or any other
                   such information supplied by them.

      44.5.2  Any electronic communication made between the Agent or the
              Swingline Agent and a Lender will be effective only when actually
              received in readable form and in the case of any electronic
              communication made by a Lender to the Agent or the Swingline Agent
              only if it is addressed in such a manner as the Agent or the
              Swingline Agent shall specify for this purpose.

      44.5.3  Use of websites

              The Company may satisfy its obligation under this Agreement to
              deliver any information in relation to those Lenders (the "Website
              Lenders") who accept this method of communication by posting this
              information onto an electronic website designated by the Company
              and the Agent (the "Designated Website") if:

              (a)  the Agent expressly agrees (after consultation with each of
                   the Lenders) that it will accept communication of the
                   information by this method;


                                      -90-
<PAGE>

              (b)  both the Company and the Agent are aware of the address of
                   and any relevant password specifications for the Designated
                   Website; and

              (c)  the information is in a format previously agreed between the
                   Company and the Agent.

              If any Lender (a "Paper Form Lender") does not agree to the
              delivery of information electronically then the Agent shall notify
              the Company accordingly and the Company shall supply the
              information to the Agent (in sufficient copies for each Paper Form
              Lender) in paper form. In any event the Company shall supply the
              Agent with at least one copy in paper form of any information
              required to be provided by it.

      44.5.4  The Agent shall supply each Website Lender with the address of and
              any relevant password specifications for the Designated Website
              following designation of that website by the Company and the
              Agent.

      44.5.5  The Company shall promptly upon becoming aware of its occurrence
              notify the Agent if:

              (a)  the Designated Website cannot be accessed due to technical
                   failure;

              (b)  the password specifications for the Designated Website
                   change;

              (c)  any new information which is required to be provided under
                   this Agreement is posted onto the Designated Website;

              (d)  any existing information which has been provided under this
                   Agreement and posted onto the Designated Website is amended;
                   or

              (e)  the Company becomes aware that the Designated Website or any
                   information posted onto the Designated Website is or has been
                   infected by any electronic virus or similar software.

              If the Company notifies the Agent under Clause (a) or Clause (e)
              above, all information to be provided by the Company under this
              Agreement after the date of that notice shall be supplied in paper
              form unless and until the Agent and each Website Lender is
              satisfied that the circumstances giving rise to the notification
              are no longer continuing.

      44.5.6  Any Website Lender may request, through the Agent, one paper copy
              of any information required to be provided under this Agreement
              which is posted onto the Designated Website. The Company shall
              comply with any such request within ten (10) Business Days.

44.6  English language

      44.6.1  Any notice given under or in connection with any Finance Document
              must be in English.


                                      -91-
<PAGE>

      44.6.2  All other documents provided under or in connection with any
              Finance Document must be:

              (a)  in English; or

              (b)  if not in English, and if so required by the Agent,
                   accompanied by a certified English translation and, in this
                   case, the English translation will prevail unless the
                   document is a constitutional, statutory or other official
                   document.

45.   COMMUNICATION WHEN AGENT IS IMPAIRED AGENT

      If the Agent is an Impaired Agent the Parties may, instead of
      communicating with each other through the Agent, communicate with each
      other directly and (while the Agent is an Impaired Agent) all the
      provisions of the Finance Documents which require communications to be
      made or notices to be given to or by the Agent shall be varied so that
      communications may be made and notices given to or by the relevant Parties
      directly. This provision shall not operate after a replacement Agent has
      been appointed.

46.   CALCULATIONS AND CERTIFICATES

46.1  Accounts

      In any litigation or arbitration proceedings arising out of or in
      connection with a Finance Document, the entries made in the accounts
      maintained by a Finance Party are prima facie evidence of the matters to
      which they relate.

46.2  Certificates and Determinations

      Any certification or determination by a Finance Party of a rate or amount
      under any Finance Document is, in the absence of manifest error,
      conclusive evidence of the matters to which it relates.

46.3  Day count convention

      Any interest, commission or fee accruing under a Finance Document will
      accrue from day to day and is calculated on the basis of the actual number
      of days elapsed and a year of three hundred and sixty (360) days or, in
      any case where the practice in the Relevant Interbank Market differs, in
      accordance with that market practice.

      For the avoidance of doubt, when stipulated under this Agreement,
      different rates may be applicable to any interest, commission or fee
      accruing under a Finance Document for different portions of any given
      period.

47.   PARTIAL INVALIDITY

      If, at any time, any provision of the Finance Documents is or becomes
      illegal, invalid or unenforceable in any respect under any law of any
      jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions nor the legality, validity or enforceability of such
      provision under the law of any other jurisdiction will in any way be
      affected or impaired.


                                      -92-
<PAGE>

48.   REMEDIES AND WAIVERS

      No failure to exercise, nor any delay in exercising, on the part of any
      Finance Party, any right or remedy under the Finance Documents shall
      operate as a waiver, nor shall any single or partial exercise of any right
      or remedy prevent any further or other exercise or the exercise of any
      other right or remedy. The rights and remedies provided in this Agreement
      are cumulative and not exclusive of any rights or remedies provided by
      law.

49.   AMENDMENTS AND WAIVERS

49.1  Required consents

      49.1.1  Subject to Clause 49.2 (Exceptions) any term of the Finance
              Documents may be amended or waived only with the consent of the
              Majority Lenders and the Obligors and any such amendment or waiver
              will be binding on all Parties.

      49.1.2  The Agent may effect, on behalf of any Finance Party, any
              amendment or waiver permitted by this Clause.

49.2 Exceptions

      49.2.1  An amendment or waiver that has the effect of changing or which
              relates to:

              (a)  the definition of "Majority Lenders" in Clause 1.1
                   (Definitions);

              (b)  an extension to the date of payment of any amount under the
                   Finance Documents;

              (c)  a reduction in the Margin or a reduction in the amount of any
                   payment of principal, interest, fees or commission payable;

              (d)  an increase in or an extension of any Commitment ;

              (e)  pro rata sharing as between the Lenders;

              (f)  a change to the Obligors other than in accordance with Clause
                   36 (Changes to the Obligors);

              (g)  any provision which expressly requires the consent of all the
                   Lenders;

              (h)  the nature or scope of the guarantee and indemnity granted
                   under Clause 22 (Guarantee) other than where such amendment
                   or waiver arises from an obligation under law or regulation;

              (i)  a change in the currency of any payment to a Lender; or

              (j)  Clause 2.2 (Finance Parties' rights and obligations), Clause
                   33 (Changes to the Lenders) or this Clause 49 (Amendments and
                   waivers),

              shall not be made without the prior consent of all the Lenders.


                                      -93-
<PAGE>

      49.2.2  An amendment or waiver which relates to the rights or obligations
              of the Agent or the Arrangers may not be effected without the
              consent of the Agent or the Arrangers.

49.3  Disenfranchisement of Defaulting Lenders

      (a)     In ascertaining the Majority Lenders or whether any given
              percentage (including, for the avoidance of doubt, unanimity)
              of the Total Commitments has been obtained to approve any
              request for a consent, waiver, amendment or other vote under
              the Finance Documents, any Defaulting Lender's Commitments
              will be disregarded.

      (b)     For the purposes of this Clause 49.3, the Agent may assume that
              the following Lenders are Defaulting Lenders:

              (i)   any Lender which has notified the Agent that it has become a
                    Defaulting Lender; and

              (ii)  any Lender in relation to which it is aware that any of the
                    events or circumstances referred to in paragraphs (a) or (b)
                    of the definition of "Defaulting Lender" has occurred,

              unless it has received notice to the contrary from the Lender
              concerned (together with any supporting evidence reasonably
              requested by the Agent) or the Agent is otherwise aware that the
              Lender has ceased to be a Defaulting Lender.

49.4  Replacement of a Defaulting Lender

      (a)     The Company may, at any time a Lender has become and continues to
              be a Defaulting Lender, by giving ten (10) Business Days' prior
              written notice to the Agent and such Lender:

              (i)  replace such Lender by requiring such Lender to (and such
                   Lender shall) transfer pursuant to Clause 33 (Changes to the
                   Lenders) all (and not part only) of its rights and
                   obligations under this Agreement; or

              (ii) require such Lender to (and such Lender shall) transfer
                   pursuant to Clause 33 (Changes to the Lenders) all (and not
                   part only) of the undrawn Commitment of the Lender,

              to a Lender or Affiliate of a Lender (a "Replacement Lender")
              selected by the Company, and which (unless the Agent is an
              Impaired Agent) is acceptable to the Agent (acting reasonably),
              which confirms its willingness to assume and does assume all the
              obligations or all the relevant obligations of the transferring
              Lender (including the assumption of the transferring Lender's
              participations or unfunded participations (as the case may be) on
              the same basis as the transferring Lender) for a purchase price in
              cash payable at the time of transfer equal to the outstanding
              principal amount of such Lender's participation in the outstanding
              Utilisations and all accrued interest (to the extent that the
              Agent has not given a notification under Clause 24.9 (Pro rata
              interest settlement)), Break Costs and other amounts payable in
              relation thereto under the Finance Documents.


                                      -94-
<PAGE>

      (b)     Any transfer of rights and obligations of a Defaulting Lender
              pursuant to this Clause shall be subject to the following
              conditions:

              (i)   the Company shall have no right to replace the Agent;

              (ii)  neither the Agent nor the Defaulting Lender shall have any
                    obligation to the Company to find a Replacement Lender;

              (iii) the transfer must take place no later than thirty (30) days
                    after the notice referred to in paragraph (a) above; and

              (iv)  in no event shall the Defaulting Lender be required to pay
                    or surrender to the Replacement Lender any of the fees
                    received by the Defaulting Lender pursuant to the Finance
                    Documents.

50.   CONFIDENTIALITY

50.1  Confidential Information

      Each Finance Party agrees to keep all Confidential Information
      confidential and not to disclose it to anyone, save to the extent
      permitted by Clause 50.2 (Disclosure of Confidential Information), and to
      ensure that all Confidential Information is protected with security
      measures and a degree of care that would apply to its own confidential
      information.

50.2  Disclosure of Confidential Information

      Any Finance Party may disclose:

      50.2.1  to any of its Affiliates and any of its or their officers,
              directors, employees, professional advisers, auditors, partners
              and Representatives such Confidential Information as that Finance
              Party shall consider appropriate if any person to whom the
              Confidential Information is to be given pursuant to this paragraph
              50.2.1 is informed in writing of its confidential nature and that
              some or all of such Confidential Information may be
              price-sensitive information except that there shall be no such
              requirement to so inform if the recipient is subject to
              professional obligations to maintain the confidentiality of the
              information or is otherwise bound by requirements of
              confidentiality in relation to the Confidential Information;

      50.2.2  to any person:

              (a)  to (or through) whom it assigns or transfers (or may
                   potentially assign or transfer) all or any of its rights
                   and/or obligations under one or more Finance Documents and to
                   any of that person's Affiliates, Representatives and
                   professional advisers;

              (b)  with (or through) whom it enters into (or may potentially
                   enter into), whether directly or indirectly, any
                   sub-participation in relation to, or any other transaction
                   under which payments are to be made or may be made by
                   reference to, one or more Finance Documents and/or one or
                   more Obligors and to any of that person's Affiliates,
                   Representatives and professional advisers;


                                      -95-
<PAGE>

              (c)  appointed by any Finance Party or by a person to whom
                   paragraph 50.2.2(a) or (b) above applies to receive
                   communications, notices, information or documents delivered
                   pursuant to the Finance Documents on its behalf;

              (d)  who invests in or otherwise finances (or may potentially
                   invest in or otherwise finance), directly or indirectly, any
                   transaction referred to in paragraph 50.2.2(a) or (b) above;

              (e)  to whom information is required or requested to be disclosed
                   by any court of competent jurisdiction or any governmental,
                   banking, taxation or other regulatory authority or similar
                   body, the rules of any relevant stock exchange or pursuant to
                   any applicable law or regulation;

              (f)  to whom or for whose benefit that Finance Party charges,
                   assigns or otherwise creates Security (or may do so) pursuant
                   to Clause 34 (Security over Lenders' rights);

              (g)  to whom information is required to be disclosed in connection
                   with, and for the purposes of, any litigation, arbitration,
                   administrative or other investigations, proceedings or
                   disputes;

              (h)  who is a Party;

              (i)  referenced in article L.511-33 of the French Code monetaire
                   et financier as a person to whom a Finance Party may disclose
                   Confidential Information (other than any person otherwise
                   described in this paragraph 50.2.2); or

              (j)  with the consent of the Company,

              in each case, such Confidential Information as that Finance Party
              shall consider appropriate if:

              (i)  in relation to paragraphs (a), (b) and (c) above, the person
                   to whom the Confidential Information is to be given has
                   entered into a Confidentiality Undertaking except that there
                   shall be no requirement for a Confidentiality Undertaking if
                   the recipient is a professional adviser and is subject to
                   professional obligations to maintain the confidentiality of
                   the Confidential Information;

              (ii) in relation to paragraph 50.2.2(d) above, the person to whom
                   the Confidential Information is to be given has entered into
                   a Confidentiality Undertaking or is otherwise bound by
                   requirements of confidentiality in relation to the
                   Confidential Information they receive and is informed that
                   some or all of such Confidential Information may be
                   price-sensitive information;


                                      -96-
<PAGE>

              (iii) in relation to paragraphs 50.2.2(e), (f) and (g) above, the
                    person to whom the Confidential Information is to be given
                    is informed of its confidential nature and that some or all
                    of such Confidential Information may be price-sensitive
                    information except that there shall be no requirement to so
                    inform if, in the opinion of that Finance Party, it is not
                    practicable so to do in the circumstances;

      50.2.3  to any person appointed by that Finance Party or by a person to
              whom paragraph 50.2.2(a) or (b) above apply to provide
              administration or settlement services in respect of one or more of
              the Finance Documents including without limitation, in relation to
              the trading of participations in respect of the Finance Documents,
              such Confidential Information as may be required to be disclosed
              to enable such service provider to provide any of the services
              referred to in this paragraph 50.2.3 if the service provider to
              whom the Confidential Information is to be given has entered into
              a confidentiality agreement substantially in the form of the LMA
              Master Confidentiality Undertaking for Use With
              Administration/Settlement Service Providers or such other form of
              confidentiality undertaking agreed between the Company and the
              relevant Finance Party; and

      50.2.4  to any rating agency (including its professional advisers) such
              Confidential Information as may be required to be disclosed to
              enable such rating agency to carry out its normal rating
              activities in relation to the Finance Documents and/or the
              Obligors if the rating agency to whom the Confidential Information
              is to be given is informed of its confidential nature and that
              some or all of such Confidential Information may be price
              sensitive information.

50.3  Entire agreement

      This Clause 50 constitutes the entire agreement between the Parties in
      relation to the obligations of the Finance Parties under the Finance
      Documents regarding Confidential Information and supersedes any previous
      agreement, whether express or implied, regarding Confidential Information.

50.4  Inside information

      Each of the Finance Parties acknowledges that some or all of the
      Confidential Information is or may be price-sensitive information and that
      the use of such information may be regulated or prohibited by applicable
      legislation including securities law relating to insider dealing and
      market abuse and each of the Finance Parties undertakes not to use any
      Confidential Information for any unlawful purpose.

50.5  Notification of disclosure

      Each of the Finance Parties agrees (to the extent permitted by law and
      regulation) to inform the Company:

      (a)     of the circumstances of any disclosure of Confidential Information
              made pursuant to paragraph 50.2.2(e) (Disclosure of Confidential
              Information) except where such disclosure is made to any of the
              persons referred to in that paragraph during the ordinary course
              of its supervisory or regulatory function; and


                                      -97-
<PAGE>

      (b)     upon becoming aware that Confidential Information has been
              disclosed in breach of this Clause 50.

50.6  Continuing obligations

      The obligations in this Clause 50 are continuing and, in particular, shall
      survive and remain binding on each Finance Party for a period of twelve
      (12) months from the earlier of:

      (a)    the date on which all amounts payable by the Obligors under or in
             connection with this Agreement have been paid in full and all
             Commitments have been cancelled or otherwise cease to be available;
             and

      (b)    the date on which such Finance Party otherwise ceases to be a
             Finance Party.


                                      -98-
<PAGE>

                                   SECTION 12
                         GOVERNING LAW AND ENFORCEMENT

51.   GOVERNING LAW

      This Agreement is governed by French law.

52.   ENFORCEMENT - JURISDICTION

52.1  The Tribunal de Commerce de Paris has exclusive jurisdiction to settle any
      dispute arising out of or in connection with this Agreement (including a
      dispute regarding the existence, validity or termination of this
      Agreement) (a "Dispute").

52.2  This Clause 52 (Enforcement - Jurisdiction) is for the benefit of the
      Finance Parties only. As a result, no Finance Party shall be prevented
      from taking proceedings relating to a Dispute in any other courts with
      jurisdiction. To the extent allowed by law, the Finance Parties may take
      concurrent proceedings in any number of jurisdictions.

52.3  IN RELATION TO PROCEEDINGS AGAINST A U.S. BORROWER IN ANY COURT OF THE
      UNITED STATES, EACH U.S. BORROWER HEREBY IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
      JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY.

53.   ELECTION OF DOMICILE

      Without prejudice to any other mode of service allowed under any relevant
      law, each Obligor (other than an Obligor otherwise domiciled in Paris)
      irrevocably elects domicile at the Company's head office in Paris, France
      for the purpose of serving any judicial or extra-judicial documents in
      relation to any action or proceedings referred to above.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.


                                      -99-
<PAGE>

                                   SCHEDULE 1
                              THE ORIGINAL PARTIES

                                     PART A
                        THE ORIGINAL FACILITY A LENDERS

--------------------------------------------------------------------------------
Name of Original Facility A     Name of U.S. Affiliate    Facility A Commitment
Lender                                                            EUR
--------------------------------------------------------------------------------
BNP Paribas                     BNP Paribas, New York         275,000,000
                                Branch
--------------------------------------------------------------------------------
Calyon                          Calyon, New York Branch       200,000,000
--------------------------------------------------------------------------------
Deutsche Bank Luxembourg S.A.   Deutsche Bank AG,             450,000,000
                                New York Branch
--------------------------------------------------------------------------------
HSBC France                     HSBC Bank USA, National       275,000,000
                                Association
--------------------------------------------------------------------------------
Societe Generale                Societe Generale,             200,000,000
                                New York Branch
--------------------------------------------------------------------------------
Total:                                                       1,400,000,000
--------------------------------------------------------------------------------


                                     PART B
                         THE ORIGINAL SWINGLINE LENDERS

--------------------------------------------------------------------------------
Name of Original Swingline Lender                 Swingline Commitment
                                                          U.S.$
--------------------------------------------------------------------------------
BNP Paribas, New York Branch                          200,000,000
--------------------------------------------------------------------------------
Calyon                                                140,000,000
--------------------------------------------------------------------------------
Deutsche Bank Luxembourg S.A.                         320,000,000
--------------------------------------------------------------------------------
HSBC France                                           200,000,000
--------------------------------------------------------------------------------
Societe Generale                                      140,000,000
--------------------------------------------------------------------------------
Total:                                              1,000,000,000
--------------------------------------------------------------------------------


                                     PART C
                            THE ORIGINAL L/C LENDERS

--------------------------------------------------------------------------------
Name of Original L/C Lender             Name of U.S. Affiliate
--------------------------------------------------------------------------------
BNP Paribas                             BNP Paribas, New York Branch
--------------------------------------------------------------------------------
Calyon                                  Calyon, New York Branch
--------------------------------------------------------------------------------
Deutsche Bank Luxembourg S.A.           Deutsche Bank AG, New York Branch
--------------------------------------------------------------------------------
HSBC France                             HSBC Bank USA, National Association
--------------------------------------------------------------------------------
Societe Generale                        Societe Generale, New York Branch
--------------------------------------------------------------------------------



                                     -100-
<PAGE>

                                   SCHEDULE 2
                              CONDITIONS PRECEDENT

                                     PART A
                      CONDITIONS PRECEDENT TO SIGNING DATE

1.    Obligors

      (a) A copy of the constitutive documents of each Obligor.

      (b) A certified copy of a resolution of the board of directors of each
          Obligor:

          (i)   approving the terms of, and the transactions contemplated by,
                the Finance Documents to which it is a party and resolving that
                it execute the Finance Documents to which it is a party;

          (ii)  authorising a specified person or persons to execute the Finance
                Documents to which it is a party on its behalf; and

          (iii) authorising a specified person or persons, on its behalf, to
                sign and/or despatch all documents and notices (including, if
                relevant, any Utilisation Request) to be signed and/or
                despatched by it under or in connection with the Finance
                Documents to which it is a party.

      (c) A certified copy of a resolution of the Conseil de Surveillance and of
          the Directoire of AXA approving the terms of the Guarantee and
          authorising a specified person or persons, on its behalf, to execute
          it.

      (d) A specimen of the signature of each person authorised by the
          resolutions referred to in paragraphs (b) and (c) above.

      (e) Extrait K-bis, certificate of good standing, or equivalent for each of
          the Obligors.

      (f) A certified copy of the most recent financial statements of each of
          the Obligors (other than those of AXA, which are contained in AXA's
          Document de Reference lodged with the Autorite des Marches Financiers
          (AMF) for the year ended 31 December 2008).

      (g) A copy of AXA's Document de Reference lodged with the Autorite des
          Marches Financiers (AMF) for the year ended 31 December 2008.

      (h) Evidence that all fees then due under this Agreement have been duly
          paid.

2.    Legal opinions

      (a) A legal opinion provided by the General Counsel of AXA Financial as to
          capacity and authorisation, in a form reasonably satisfactory to the
          Agent.

      (b) A legal opinion provided by Linklaters LLP, acting as counsel to AXA
          under French law, as to capacity and authorisation in a form
          reasonably satisfactory to the Agent.


                                     -101-
<PAGE>

      (c) A legal opinion provided by Clifford Chance, acting as counsel to the
          Lenders under French and U.S. law.

      (d) A legal opinion provided by Conyers, Dill & Pearman, acting as counsel
          to the Lenders under Bermuda law.


                                     -102-
<PAGE>

                                     PART B
    CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL BORROWER

1.  An Accession Letter, duly executed by the Additional Borrower and the
    Company.

2.  A copy of the constitutional documents of the Additional Borrower.

3.  A copy of a resolution of the board of directors of the Additional Borrower:

    (a) approving the terms of, and the transactions contemplated by, the
        Accession Letter and the Finance Documents and resolving that it execute
        the Accession Letter;

    (b) authorising a specified person or persons to execute the Accession
        Letter on its behalf; and

    (c) authorising a specified person or persons, on its behalf, to sign and/or
        despatch all other documents and notices (including, in relation to an
        Additional Borrower, any Utilisation Request) to be signed and/or
        despatched by it under or in connection with the Finance Documents.

4.  A specimen of the signature of each person authorised by the resolution
    referred to in paragraph 3 above.

5.  A certificate of the Additional Borrower (signed by a director) confirming
    that making the maximum amount of Utilisations to which it would be entitled
    under this Agreement would not cause any borrowing, guaranteeing or similar
    limit binding on it to be exceeded.

6.  A certificate of an authorised signatory of the Additional Borrower
    certifying that each copy document listed in this Part B of Schedule 2
    (Conditions precedent) is correct, complete and in full force and effect as
    at a date no earlier than the date of the Accession Letter.

7.  A copy of any other Authorisation or other document, opinion or assurance
    which the Agent considers reasonably to be necessary in connection with the
    entry into and performance of the transactions contemplated by the Accession
    Letter or for the validity and enforceability of any Finance Document.

8.  If available, the latest audited financial statements of the Additional
    Borrower.

9.  A legal opinion of the legal advisers to the Arrangers and the Agent in the
    jurisdiction in which the Additional Borrower is incorporated.


                                     -103-
<PAGE>

                                   SCHEDULE 3
                                    REQUESTS

                                     PART A
                              UTILISATION REQUEST
                                     LOANS

From: [Borrower]

To: [Agent]

Dated:

Dear Sirs

 AXA - (EURO)1,400,000,000 CREDIT AGREEMENT DATED 15 DECEMBER 2009 (AS AMENDED
              AND RESTATED ON 25 FEBRUARY 2010) (THE "AGREEMENT")

1.   We refer to the Agreement. This is a Utilisation Request. Terms defined in
     the Agreement have the same meaning in this Utilisation Request unless
     given a different meaning in this Utilisation Request.

2.   We wish to borrow a Loan on the following terms:

     Proposed Utilisation Date: [o] (or, if that is not a Business Day, the next
                                Business Day)

     Facility to be utilised:   Facility A

     Currency of Loan:          [o]

     Amount:                    [o] or, if less, the Available Facility

     Interest Period:           [o]]

3.   We confirm that each condition specified in Clause 4.2 (Further conditions
     precedent) is satisfied on the date of this Utilisation Request.

4.   The proceeds of this Loan should be credited to [account].

5.   This Utilisation Request is irrevocable.

Yours faithfully



.......................................

authorised signatory for

[name of relevant Borrower]


                                     -104-
<PAGE>

                                     PART B
                              UTILISATION REQUEST
                               LETTERS OF CREDIT

From: [Borrower]

To: [Agent]

Dated:

Dear Sirs

 AXA - (EURO)1,400,000,000 CREDIT AGREEMENT DATED 15 DECEMBER 2009 (AS AMENDED
              AND RESTATED ON 25 FEBRUARY 2010) (THE "AGREEMENT")

1.  We wish to arrange for a Letter of Credit to be issued on the following
    terms:

    Proposed Utilisation Date:  [o] (or, if that is not a Business Day, the next
                                Business Day)

    Facility to be utilised:    Facility A

    Amount:                     U.S. dollars [o] (USD [o]) or, if less, the
                                Available Facility

    Beneficiary:                [o]

    Country of beneficiary:     [o]

    Term or Expiry Date:        [o]

    Borrower reference L/C      [o]

2.  We confirm that each condition specified in Clause 6.2 (Issue of Letters of
    Credit) of the Agreement is satisfied on the date of this Utilisation
    Request, and that issue of the Letter of Credit is requested to
    collateralise the reinsurance risk underwriting business of the AXA Group as
    required by Clause 6.2.2(h) of the Agreement.

3.  We attach a copy of the proposed Letter of Credit.

4.  This Utilisation Request is irrevocable.

Delivery Instructions:

[specify delivery instructions]

Yours faithfully



.......................................
authorised signatory for

                                     -105-

[name of relevant Borrower]


                                     -106-
<PAGE>

                                     PART C
                              UTILISATION REQUEST
                                 SWINGLINE LOAN

From: [Borrower]

To: [Swingline Agent with a copy to the Agent]

Dated:

Dear Sirs

 AXA - (EURO)1,400,000,000 CREDIT AGREEMENT DATED 15 DECEMBER 2009 (AS AMENDED
              AND RESTATED ON 25 FEBRUARY 2010) (THE "AGREEMENT")

1.   We wish to borrow a Swingline Loan on the following terms:

     Proposed Utilisation Date:   [o] (or, if that is not a New York Business
                                  Day, the next New York Business Day)

     Facility to be utilised:     Swingline Facility

     Amount:                      U.S. dollars [o] (USD [o]) or, if less, the
                                  Available Swingline Facility

     Interest Period:             [o]

2.   We confirm that each condition specified in Clause 8 (Utilisation -
     Swingline Loans) of the Agreement is satisfied on the date of this
     Utilisation Request.

3.   The proceeds of this Swingline Loan should be credited to [account].

4.   This Utilisation Request is irrevocable.

Yours faithfully



..........................................................

authorised signatory for

[name of relevant Borrower]


                                     -107-
<PAGE>

                                   SCHEDULE 4
                            MANDATORY COST FORMULAE

1.   The Mandatory Cost is an addition to the interest rate to compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England and/or the Financial Services Authority (or, in either case, any
     other authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as possible
     thereafter) the Agent shall calculate, as a percentage rate, a rate (the
     "Additional Cost Rate") for each Lender, in accordance with the paragraphs
     set out below. The Mandatory Cost will be calculated by the Agent as a
     weighted average of the Lenders' Additional Cost Rates (weighted in
     proportion to the percentage participation of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating Member State will be the percentage notified by that Lender
     to the Agent. This percentage will be certified by that Lender in its
     notice to the Agent to be its reasonable determination of the cost
     (expressed as a percentage of that Lender's participation in all Loans made
     from that Facility Office) of complying with the minimum reserve
     requirements of the European Central Bank in respect of loans made from
     that Facility Office.

4.   The Additional Cost Rate for any Lender lending from a Facility Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a) in relation to a sterling Loan:

         AB+C(B-D)+Ex0.01
         ---------------- per cent per annum
             100-(A+C)

     (b) in relation to a Loan in any currency other than sterling:

         Ex0.01
         ------ per cent per annum
           300

         Where:

         A    is the percentage of Eligible Liabilities (assuming these to be in
              excess of any stated minimum) which that Lender is from time to
              time required to maintain as an interest free cash ratio deposit
              with the Bank of England to comply with cash ratio requirements.

         B    is the percentage rate of interest (excluding the Margin and the
              Mandatory Cost and, if the Loan is an Unpaid Sum, the additional
              rate of interest specified in paragraph 13.3.1 of Clause 13.3
              (Default interest)) payable for the relevant Interest Period on
              the Loan.


                                     -108-
<PAGE>

         C    is the percentage (if any) of Eligible Liabilities which that
              Lender is required from time to time to maintain as interest
              bearing Special Deposits with the Bank of England.

         D    is the percentage rate per annum payable by the Bank of England to
              the Agent on interest bearing Special Deposits.

         E    is designed to compensate Lenders for amounts payable under the
              Fees Rules and is calculated by the Agent as being the average of
              the most recent rates of charge supplied by the Reference Banks to
              the Agent pursuant to paragraph 7 below and expressed in sterling
              per one million sterling ((pound)1,000,000).

5.    For the purposes of this Schedule:

      (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
           to them from time to time under or pursuant to the Bank of England
           Act 1998 or (as may be appropriate) by the Bank of England;

      (b)  "Fees Rules" means the rules on periodic fees contained in the FSA
           Supervision Manual or such other law or regulation as may be in force
           from time to time in respect of the payment of fees for the
           acceptance of deposits;

      (c)  "Fee Tariffs" means the fee tariffs specified in the Fees Rules under
           the activity group A.1 Deposit acceptors (ignoring any minimum fee or
           zero rated fee required pursuant to the Fees Rules but taking into
           account any applicable discount rate); and

      (d)  "Tariff Base" has the meaning given to it in, and will be calculated
           in accordance with, the Fees Rules.

6.    In application of the above formulae, A, B, C and D will be included in
      the formulae as percentages (i.e. five per cent (5%) will be included
      in the formula as 5 and not as 0.05). A negative result obtained by
      subtracting D from B shall be taken as zero. The resulting figures
      shall be rounded to four decimal places.

7.    If requested by the Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority,
      supply to the Agent, the rate of charge payable by that Reference Bank
      to the Financial Services Authority pursuant to the Fees Rules in
      respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being
      the average of the Fee Tariffs applicable to that Reference Bank for
      that financial year) and expressed in sterling per one million sterling
      ((pound)1,000,000) of the Tariff Base of that Reference Bank.

8.    Each Lender shall supply any information required by the Agent for the
      purpose of calculating its Additional Cost Rate. In particular, but
      without limitation, each Lender shall supply the following information
      on or prior to the date on which it becomes a Lender:

      (a)  the jurisdiction of its Facility Office; and


                                     -109-
<PAGE>

      (b)  any other information that the Agent may reasonably require for such
           purpose.

      (c)  Each Lender shall promptly notify the Agent of any change to the
           information provided by it pursuant to this paragraph.

9.    The percentages of each Lender for the purpose of A and C above and the
      rates of charge of each Reference Bank for the purpose of E above shall
      be determined by the Agent based upon the information supplied to it
      pursuant to paragraphs 7 and 8 above and on the assumption that, unless
      a Lender notifies the Agent to the contrary, each Lender's obligations
      in relation to cash ratio deposits and Special Deposits are the same as
      those of a typical bank from its jurisdiction of incorporation with a
      Facility Office in the same jurisdiction as its Facility Office.

10.   The Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is
      true and correct in all respects.

11.   The Agent shall distribute the additional amounts received as a result
      of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each
      Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.   Any determination by the Agent pursuant to this Schedule in relation to
      a formula, the Mandatory Cost, an Additional Cost Rate or any amount
      payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all Parties.

13.   The Agent may from time to time, after consultation with the Company
      and the Lenders, determine and notify to all Parties any amendments
      which are required to be made to this Schedule in order to comply with
      any change in law, regulation or any requirements from time to time
      imposed by the Bank of England, the Financial Services Authority or the
      European Central Bank (or, in any case, any other authority which
      replaces all or any of its functions) and any such determination shall,
      in the absence of manifest error, be conclusive and binding on all
      Parties.


                                     -110-
<PAGE>

                                   SCHEDULE 5
                           FORM OF TRANSFER AGREEMENT

This Transfer Agreement is made on [o]

Between:

(1)   [o] (the "Existing Lender"); and

(2)   [o] (the "New Lender")

Whereas:

(A)   The Existing Lender has entered into a facility agreement dated 15
      December 2009 (as amended and restated from time to time) between
      (inter alios) AXA, the other Original Borrowers, certain financial
      institutions and HSBC France acting as Agent of the Lenders (the
      "Credit Agreement").

(B)   [The Additional Borrowers listed in Schedule 1 attached to this
      Transfer Agreement have become "Additional Borrowers" in accordance
      with Clause 36.2 of the Credit Agreement (Additional Borrowers).]

(C)   The Existing Lender wishes to transfer and the New Lender wishes to
      acquire [all] [the part specified in Schedule 2 of this Transfer
      Agreement] of the Existing Lender's Commitment, rights and obligations
      referred to in Schedule 2 to this Transfer Agreement.

(D)   Terms defined in the Credit Agreement have the same meaning when used
      in this Transfer Agreement.

It is agreed as follows:

1.    The Existing Lender and the New Lender agree to the transfer (cession)
      of [all] [the part specified in Schedule 2 of this Transfer Agreement]
      of the Existing Lender's Commitment, rights and obligations referred to
      in Schedule 2 to this Transfer Agreement in accordance with Clause 33.5
      of the Credit Agreement (Procedure for transfer).(1)

2.    The proposed Transfer Date is [o]

3.    The Facility Office and address, fax number and attention details for
      notices of the New Lender for the purposes of Clause 44.2 (Addresses)
      are set out in Schedule 2 of this Transfer Agreement.

4.    The New Lender acknowledges the limitations on the Existing Lender's
      liabilities set out in paragraph 33.4.3 of Clause 33.4 (Limitation of
      responsibility of Existing Lenders) of the Credit Agreement.



---------------------
(1) The New Lender may, in the case of a transfer of rights by the Existing
    Lender under this Transfer Agreement, if it considers it necessary to make
    the transfer effective as against third parties, arrange for it to be
    notified by way of signification to the Obligors in accordance with article
    1690 of the French Code Civil.



                                     -111-
<PAGE>

5.    The New Lender confirms, for the benefit of the Agent and without
      liability to any Obligor, that it is:

      (a)   [a Qualifying Lender falling within paragraph (i)(A) [or paragraph
            (ii)] of the definition of Qualifying Lender;]

      (b)   [a Treaty Lender;]

      (c)   [not a Qualifying Lender].(2)

6.    The New Lender confirms to the other Finance Parties represented by the
      Agent that it will assume the same obligations to those Parties as it
      would have been under if it was an Original Lender

7.    This Transfer Agreement is governed by French law. The Tribunal of
      Commerce of Paris shall have jurisdiction in relation to any dispute
      concerning it.


                                   SCHEDULE 1
                          Name of Additional Borrowers


                                   SCHEDULE 2
               Commitment/rights and obligations to be transferred

                            [insert relevant details]
   [Facility Office address, fax number and attention details for notices and
                         account details for payments]

[Existing Lender]                                              [New Lender]

By:                                                            By:

This Transfer Agreement is accepted by the Agent and the Transfer Date is
confirmed as [o].

[Agent]

By:







----------------------
(2) Delete as applicable - each New Lender is required to confirm which of these
    three categories it falls within.


                                     -112-
<PAGE>

                                   SCHEDULE 6
                            FORM OF ACCESSION LETTER

To:      [o] as Agent

From:    [Subsidiary] and [Company]

Dated:

Dear Sirs

          AXA - (EURO)1,400,000,000 CREDIT AGREEMENT DATED 15 DECEMBER
      2009 (AS AMENDED AND RESTATED ON 25 FEBRUARY 2010) (THE "AGREEMENT")

1.    We refer to the Agreement. This is an Accession Letter. Terms defined
      in the Agreement have the same meaning in this Accession Letter unless
      given a different meaning in this Accession Letter.

2.    [Subsidiary] agrees to become an Additional Borrower and to be bound by
      the terms of the Agreement as an Additional Borrower pursuant to Clause
      [36.2 (Additional Borrowers)] of the Agreement. [Subsidiary] is a
      company duly incorporated under the laws of [name of relevant
      jurisdiction].

3.    The Company confirms that no Event of Default or Special Early
      Termination Event is continuing or would occur as a result of
      [Subsidiary] becoming an Additional Borrower.

4.    [Subsidiary's] administrative details are as follows:

      Address:

      Fax No:

      Attention:

5.    This Accession Letter is governed by French law.



           [Company]                             [Subsidiary]


                                     -113-
<PAGE>

                                   SCHEDULE 7
                           FORM OF RESIGNATION LETTER

To:      [o] as Agent

From:    [resigning Obligor] and [Company]

Dated:

Dear Sirs

          AXA - (EURO)1,400,000,000 CREDIT AGREEMENT DATED 15 DECEMBER
      2009 (AS AMENDED AND RESTATED ON 25 FEBRUARY 2010) (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Resignation Letter. Terms defined
      in the Agreement have the same meaning in this Resignation Letter
      unless given a different meaning in this Resignation Letter.

2.    Pursuant to [Clause 36.3 (Resignation of a Borrower)]), we request that
      [resigning Borrower] be released from its obligations as a Borrower
      under the Agreement.

3.    The Company confirms that no Event of Default or Special Early
      Termination Event is continuing or would result from the acceptance of
      this request.

4.    This Resignation Letter is governed by French law.

           [Company]                          [Subsidiary]
              By:                                  By:



                                     -114-
<PAGE>

                                   SCHEDULE 8
                       FORM OF CONFIDENTIALITY UNDERTAKING

                           LMA CONFIDENTIALITY LETTER

To:

[insert name of New Lender]

Re:

Facility:     EUR  1,400,000,000  Revolving  Credit Facility dated 15 December
              2009 (as amended and restated on 25 February 2010)

Borrower:     AXA

Mandated Lead Arrangers: BNP Paribas, Calyon, Deutsche Bank AG London Branch,
HSBC France and Societe  Generale Corporate & Investment Banking

Dear Sirs,

We understand that you are considering participating in the Facility as New
Lender. In consideration of us agreeing to make available to you certain
information, by your signature of a copy of this letter you agree as follows:

1.    Confidentiality Undertaking

      You undertake:

      (a)  to keep the Confidential Information strictly confidential and
           not to disclose it to anyone except as provided for by
           paragraph 2 below and to ensure that the Confidential
           Information is protected with security measures and a degree
           of care that would apply to your own confidential information;

      (b)  to keep strictly confidential and not disclose to anyone the
           fact that the Confidential Information has been made available
           or that discussions or negotiations are taking place or have
           taken place between us in connection with the Facility;

      (c)  to use the Confidential Information only for the Permitted Purpose;

      (d)  to ensure that any person to whom you pass any Confidential
           Information (unless disclosed under paragraph 2(b) below)
           acknowledges and complies with the provisions of this letter
           as if that person were also a party to it; and

2.    Permitted Disclosure

      We agree that you may disclose Confidential Information:

      (a)  to members of the Participant Group and their officers, directors,
           employees and professional advisers to the extent necessary for the
           Permitted Purpose and to any auditors of members of the Participant
           Group provided that these professional advisors and auditors agree
           to comply with the provisions of this letter as if they were also a
           party to it;


                                     -115-
<PAGE>

      (b)  (i) where required by any court of competent jurisdiction or any
           competent judicial, governmental, supervisory or regulatory body,
           (ii) where required by the rules of any stock exchange on which the
           shares or other securities of any member of the Participant Group
           are listed or (iii) where required by the laws or regulations of any
           country with jurisdiction over the affairs of any member of the
           Participant Group; or

      (c)  with the prior written consent of us and the Borrower.

3.    Notification of Required or Unauthorised Disclosure

      You agree (to the extent permitted by law) to inform us as soon as
      possible of the full circumstances of any disclosure under paragraph
      2(a) or upon becoming aware that Confidential Information has been
      disclosed in breach of this letter.

4.    Return of Copies

      If we so request in writing, you shall return all Confidential
      Information supplied to you by us and destroy or permanently erase all
      copies of Confidential Information made by you and use all reasonable
      endeavours to ensure that anyone to whom you have supplied any
      Confidential Information destroys or permanently erases such
      Confidential Information and any copies made by them, in each case save
      to the extent that you or the recipients are required to retain any
      such Confidential Information by any applicable law, rule or regulation
      or by any competent judicial, governmental, supervisory or regulatory
      body or where the Confidential Information has been disclosed under
      paragraph 2(b) above.

5.    Continuing Obligations

      The obligations in this letter are continuing and, in particular, shall
      survive the termination of any discussions or negotiations between you
      and us. Notwithstanding the previous sentence, the obligations in this
      letter shall cease (a) if you become a party to or otherwise acquire
      (by assignment or sub participation) an interest, direct or indirect in
      the Facility or (b) twenty four months after you have returned all
      Confidential Information supplied to you by us and destroyed or
      permanently erased all copies of Confidential Information made by you
      (other than any such Confidential Information or copies which have been
      disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
      which, pursuant to paragraph 4 above, are not required to be returned
      or destroyed).

6.    No Representation

      You acknowledge and agree that neither we nor any of our officers,
      employees or advisers (each a "Relevant Person") (i) make any
      representation or warranty, express or implied, as to, or assume any
      responsibility for, the accuracy, reliability or completeness of any of
      the Confidential Information or any other information supplied by us or
      any member of the Group or the assumptions on which it is based or (ii)
      shall be under any obligation to update or correct any inaccuracy in
      the Confidential Information or any other information supplied by us or
      any member of the Group or be otherwise liable to you or any other
      person in respect to the Confidential Information or any such
      information.


                                     -116-
<PAGE>

7.    No Waiver; Amendments, etc

      This letter sets out the full extent of your obligations of
      confidentiality owed to us in relation to the information the subject
      of this letter. No failure or delay in exercising any right, power or
      privilege under this letter will operate as a waiver thereof nor will
      any single or partial exercise of any right, power or privilege
      preclude any further exercise thereof or the exercise of any other
      right, power or privileges under this letter. The terms of this letter
      and your obligations under this letter may only be amended or modified
      by written agreement between us.

8.    Inside Information

      You acknowledge that some or all of the Confidential Information is or
      may be price-sensitive information and that the use of such information
      may be regulated or prohibited by applicable legislation relating to
      insider dealing and you undertake not to use any Confidential
      Information for any unlawful purpose.

9.    Nature of Undertakings

      The undertakings given by you under this letter are given to us and
      (without implying any fiduciary obligations on our part) are also given
      for the benefit of the Borrower and each other member of the Group. For
      the avoidance of doubt, this paragraph 9 would be considered as
      stipulation pour autrui as defined in article 1121 of the French Civil
      Code.

10.   Third party rights ("stipulation pour autrui")

      (a)  Subject to paragraph 6 and paragraph 9, the terms of this letter
           may be enforced and relied upon only by you and us.

      (b)  Notwithstanding any provisions of this letter, the parties to this
           letter do not require the consent of any Relevant Person or any
           member of the Group to rescind or vary this letter at any time.

11.   Governing Law and Jurisdiction

      This letter (including the agreement constituted by your acknowledgement
      of its terms) shall be governed by and construed in accordance with the
      laws of France and the parties submit to the non-exclusive jurisdiction
      of the French courts.

12.   Definitions

      In this letter (including the acknowledgement set out below):

      "Confidential Information" means any information relating to the
      Borrower, the Group, and the Facility including, without limitation,
      the information memorandum, provided to you by us or any of our
      affiliates or advisers, in whatever form, and includes information
      given orally and any document, electronic file or any other way of
      representing or recording information which contains or is derived or
      copied from such information but excludes information that (a) is or
      becomes public knowledge other than as a direct or indirect result of
      any breach of this letter or (b) is known by you before the date the
      information is disclosed to you by us or any of our affiliates or
      advisers or is lawfully obtained by you after that date, other than
      from a source which, as far as you are aware, has not been obtained in
      violation of, and is not otherwise subject to, any obligation of
      confidentiality;


                                     -117-
<PAGE>

      "Group" means the Borrower and each of its holding companies and
      subsidiaries and each subsidiary of each of its holding companies;

      "Participant Group" means you, each of your holding companies and
      subsidiaries and each subsidiary of each of your holding companies; and

      "Permitted Purpose" means considering and evaluating whether to enter
      into the Facility.




Please acknowledge your agreement to the above by signing and returning the
enclosed copy.

Yours faithfully,





To: The Agent



We acknowledge and agree to the above:

[date]

.................................

For and on behalf of
[New Lender]


                                     -118-
<PAGE>

                                   SCHEDULE 9
                                   TIMETABLES

                                     PART A
                                FACILITY A LOANS


<TABLE>
<CAPTION>
                                                    Loans in euro        Loans in sterling      Loans in other
                                                   (Brussels time)         (London time)      currencies (London
                                                                                                     time)
<S>                                                 <C>                  <C>                  <C>
Approval as an Optional Currency,  if required           ___                    ___                  U - 4
(Clause 4.3  (Conditions  relating to Optional
Currencies))

Agent  notifies  the  Company if a currency is           ___                    ___                  U - 4
approved   as   an   Optional    Currency   in
accordance   with    Clause 4.3    (Conditions
relating to Optional Currencies)

Delivery  of  a  duly  completed   Utilisation          U - 3                  U - 1                 U - 3
Request    (Clause 5.1    (Delivery    of    a       11:00 a.m.             10:00 a.m.            10:00 a.m.
Utilisation Request))

Agent    determines    (in   relation   to   a           ___                   U - 1                 U - 3
Utilisation)  the Base Currency  Amount of the                              11:00 a.m.            11:00 a.m.
Loan,  if required  under Clause 5.4 (Lenders'
participation)

Agent  notifies  the  Lenders  of the  Loan in          U - 2                    U                   U - 2
accordance    with    Clause 5.4     (Lenders'       10:00 a.m.        9:00 a.m. London time   9:00 a.m. London
participation)                                                                                       time

Agent  receives a  notification  from a Lender           ___                     U                   U - 2
under   Clause 10.2   (Unavailability   of   a                               9:30 a.m.             9:30 a.m.
currency)

Agent   gives   notice  in   accordance   with           ___                     U                   U - 2
Clause 10.2 (Unavailability of a currency)                                  10:30 a.m.            10:30 a.m.

LIBOR or EURIBOR is fixed                        Quotation Day as of    Quotation Day as of    Quotation Day as
                                                    11:00 a.m. in          11:00 a.m. in         of 11:00 a.m.
                                                 respect of EURIBOR      respect of LIBOR
</TABLE>


"U"= date of Utilisation


                                     -119-
<PAGE>

"U - X" = X Business Days prior to Utilisation Date.


                                     -120-
<PAGE>

                                     PART B
                                LETTERS OF CREDIT



Delivery of a duly completed Utilisation             U-5
Request (Clause 6.2 (Issue of Letters of             10:00 a.m. (London time)
Credit))

Agent notifies the Lenders of the Letter of          U-3
Credit in accordance with Clause 6.2 (Issue          Noon (12:00 p.m.)
of Letters of Credit)                                (London time)




"U":   date of Utilisation

"U-X": X Business Days prior to Utilisation Date.


                                     -121-
<PAGE>

                                     PART C
                                    SWINGLINE



Delivery of a duly completed Utilisation             U: 11:00 a.m.
Request (Clause 8.2 (Delivery of a Utilisation       (New York time)
Request for Swingline Loans))

Swingline Agent notifies each Swingline Lender       U: Noon (12:00 p.m.)
of the amount of its participation in the            (New York time)
Swingline Loan under Clause 8.4 (Swingline
Lenders' participation)

Swingline Agent determines Federal Funds Rate        U: 1:00 p.m.
under Clause 9.3 (Interest)                          (New York time)




U: date of Utilisation


                                     -122-
<PAGE>

                                  SCHEDULE 10
                            FORMS OF LETTER OF CREDIT

Letter of Credit to be issued by the Agent on behalf of the Banks

To: [o]

Dear Sirs

Irrevocable Standby Letter of Credit No. [           ]
Re: [name of relevant Borrower [o]] (the "Applicant")

This Clean Irrevocable Standby Letter of Credit (the "Credit") is issued by the
banks whose names are set out in Appendix 1 hereto (the "Issuing Banks", and
each an "Issuing Bank") in favour of the [o] ("Beneficiary") on the following
terms:

1.    Subject to the terms hereof, the Issuing Banks shall make payments within
      two (2) business days of demand on HSBC France (the "Agent") in accordance
      with paragraph 4 below.

2.    Upon a demand being made by the Beneficiary pursuant to paragraph 4 below
      each Issuing Bank shall pay that proportion of the amount demanded which
      is equal to the proportion which the amount specified against its name in
      Appendix 1 hereto bears to the aggregate of all the amounts specified
      against its name in Appendix 1 hereto, provided that the obligations of
      the Issuing Banks under this Credit shall be several and no Issuing Bank
      shall be required to pay an amount exceeding the amounts specified against
      its name in Appendix 1 hereto and the Issuing Banks shall not be obliged
      to make payments hereunder in aggregate exceeding a maximum amount of
      [amount in approved currency]. Any payment by an Issuing Bank hereunder
      shall be made in U.S. dollars to the Beneficiaries' account specified in
      the demand made by the Beneficiary pursuant to paragraph 4 below.

3.    This Credit will be effective for successive periods of [o] [days] from
      [o] (the "Commencement Date") unless no less than [ninety (90)] days prior
      to any anniversary of the Commencement Date the Agent gives you notice
      terminating the Credit in which event it shall terminate on that
      anniversary date the notice to be sent by registered mail for the
      attention of the [o] at the above address.

4.    Subject to paragraph 3 above, the Issuing Banks shall pay to the
      Beneficiary under this Credit upon presentation of a demand by the
      Beneficiary on the Agent at [o] marked for the attention of [o] (and, in
      copy, at [o] marked for the attention of [o]) in the form set out in
      Appendix 2 hereto the amount specified therein (which amount shall not,
      when aggregated with all other amounts paid by the Issuing Banks to the
      Beneficiary under this Credit, exceed the maximum amount referred to in
      paragraph 2 above).

5.    The Agent has signed this Credit as agent for disclosed principals and
      accordingly shall be under no obligation to the Beneficiary hereunder.

6.    All charges are for the Applicant's account.


                                     -123-
<PAGE>

7.    Subject to any contrary indication herein, this Credit is subject to the
      International Standby Practices - ISP98 (1998 publication) - International
      Chamber of Commerce Publication No. 590.

8.    This Credit shall be governed by and interpreted in accordance with [o]
      and the Issuing Banks hereby irrevocably submit to the jurisdiction of the
      [o].

9.    Each of the Issuing Banks undertakes with the Beneficiary that demands
      made under and in compliance with the terms and conditions of this Credit
      shall be duly honoured on presentation.

Yours faithfully



HSBC France

as Agent

for and on behalf of

[Names of all Issuing Banks]



                                     -124-
<PAGE>

                                   APPENDIX 1
                         Issuing Banks' L/C Proportions



--------------------------------------------------------------------------------
     Name and Address of Issuing Bank                    Amount
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Total value:
--------------------------------------------------------------------------------



                                     -125-
<PAGE>

                                   APPENDIX 2
                          Form of Demand (U.S. dollars)

                          [on Beneficiary's letterhead]

Dear Sir/Madam

                                 [Beneficiary]

LETTER OF CREDIT NO.

With reference to the above, we hereby claim payment of [o] U.S. dollars (USD
[o]) the amount of which should be paid to the following account:

[o]



                                     -126-
<PAGE>

                                  SCHEDULE 11
                  U.S. BORROWER REPRESENTATIONS AND WARRANTIES


1.    Representations

1.1   ERISA Plans

      (a)  There are no Multiemployer Plans.

      (b)  Each Employee Plan and any related trust intended to qualify under
           Code Section 401 or 501 has been determined by the IRS to be so
           qualified and to the best knowledge of the U.S. Borrower nothing has
           occurred which would reasonably be expected to cause the loss of such
           qualification.

      (c)  None of the U.S. Borrower, or any of its subsidiaries, with respect
           to any Employee Plan, has failed to make any contribution or pay any
           amount due as required by Section 412 of the Code or Section 302 of
           ERISA or the terms of any such plan, and all required contributions
           and benefits have been paid in accordance with the provisions of each
           such plan except to the extent it would not have or would not be
           reasonably expected to have a Material Adverse Effect.

      (d)  There are no pending or, to the knowledge of the U.S. Borrower,
           threatened claims, actions or proceedings (other than claims for
           benefits in the normal course), relating to any Employee Plan other
           than those that in the aggregate, if adversely determined, would have
           no Material Adverse Effect.

      (e)  There exists no Unfunded Pension Liability with respect to any
           Employee Plan, except as would not have a Material Adverse Effect.

      (f)  No ERISA Event has occurred, and there has been no breach of
           paragraph 1.2 (Compliance with ERISA) of Schedule 13 (U.S. Borrower
           General Undertakings), as a result of which the liability of a U.S.
           Borrower or subsidiaries of a U.S. Borrower which are ERISA
           Affiliates (either individually or in the aggregate) related to such
           ERISA Event or breaches, individually or when aggregated with all
           other ERISA Events and all such breaches, would have or would be
           reasonably expected to have a Material Adverse Effect.

1.2   Federal Reserve Regulations

      (a)  No U.S. Borrower is engaged nor will it engage principally, or as one
           of its important activities, in the business of owning or extending
           credit for the purpose of "buying" or "carrying" any Margin Stock.

      (b)  None of the proceeds of the Loans or other extensions of credit under
           this Agreement will be used, directly or indirectly, for the purpose
           of buying or carrying any Margin Stock, for the purpose of reducing
           or retiring any Indebtedness that was originally incurred to buy or
           carry any Margin Stock or for any other purpose which might cause all
           or any Loans or other extensions of credit under this Agreement to be
           considered a "purpose credit" within the meaning of Regulation U or
           Regulation X.



                                     -127-
<PAGE>

      (c)  No U.S. Borrower or any agent acting on its behalf has taken or will
           take any action which might cause the Finance Documents to violate
           any regulation of the Board of Governors of the Federal Reserve
           System of the United States.

1.3   Investment Companies

      No U.S. Borrower is an "investment company" as such term is defined in
      the Investment Company Act of 1940 of the United States (the "1940
      Act") or otherwise subject to regulation under the 1940 Act, any United
      States federal or state statute or regulation restricting or limiting
      its ability to incur indebtedness.



                                     -128-
<PAGE>

                                  SCHEDULE 12
                     U.S. BORROWER INFORMATION UNDERTAKINGS


Information Undertakings

ERISA-Related Information

The Company shall supply to the Agent (in sufficient copies for all the Lenders,
if the Agent so requests):

(a)  promptly and in any event within 30 days after the U.S. Borrower, any
     of its subsidiaries knows or has reason to know that any ERISA Event
     has occurred or that an Unfunded Pension Liability that would
     reasonably be expected to have a Material Adverse Effect exists, a
     written statement of the chief financial officer or other appropriate
     officer of the U.S. Borrower describing such ERISA Event or waiver
     request and the action, if any, which the U.S. Borrower or its
     subsidiaries propose to take with respect thereto and a copy of any
     notice filed by or with the PBGC or the IRS pertaining thereto;

(b)  promptly and in any event within 10 days after receipt thereof, a copy
     of any adverse notice, determination letter, ruling or opinion the U.S.
     Borrower or any of its subsidiaries receives from the PBGC, DOL or IRS
     with respect to any Employee Plan, other than those which, in the
     aggregate, do not have any reasonable likelihood of resulting in a
     Material Adverse Effect.



                                     -129-
<PAGE>

                                  SCHEDULE 13
                       U.S. BORROWER GENERAL UNDERTAKINGS


1.    General Undertakings

1.1   Federal Reserve Regulations

      Each U.S. Borrower will use the Facilities without violating Regulations
      T, U and X.

1.2   Compliance with ERISA

      No U.S. Borrower shall:

      (a)  allow, or permit any of its subsidiaries which are ERISA Affiliates
           to allow, (i) any Employee Plan with respect to which any U.S.
           Borrower or any of its subsidiaries which are ERISA Affiliates may
           have any liability to terminate, (ii) any U.S. Borrower or any of its
           subsidiaries which are ERISA Affiliates to withdraw from any Employee
           Plan or Multiemployer Plan, (iii) any ERISA Event to occur with
           respect to any Employee Plan or (iv) any failure to meet the Minimum
           Funding Standard (as defined in Section 302 of ERISA and Section 412
           of the Code), whether or not waived, to exist involving any of its
           Employee Plans, to the extent that any of the events described in
           (i), (ii), (iii) or (iv), singly or in the aggregate, could have a
           Material Adverse Effect;

      (b)  allow, or permit any of its subsidiaries which are ERISA Affiliates
           to allow, (i) an aggregate amount of Unfunded Pension Liability among
           all Employee Plans (taking into account only Employee Plans with
           positive Unfunded Pension Liability) or (ii) any potential withdrawal
           liability under Section 4201 of ERISA, if the Company or its
           subsidiaries which are ERISA Affiliates were to completely or
           partially withdraw from all Multiemployer Plans; to the extent that
           any of the events described in (i) or (ii) could have a Material
           Adverse Effect; or

      (c)  fail, or permit any of its subsidiaries which are ERISA Affiliates to
           fail, to comply in any material respect with ERISA or the related
           provisions of the Code, if any such non-compliance, singly or in the
           aggregate, would be reasonably likely to have a Material Adverse
           Effect.

1.3   Compliance with U.S. Regulations

      No U.S. Borrower shall become an "investment company," or "promoter" or
      "principal underwriter" for, an "investment company," as such terms are
      defined in the 1940 Act. Neither the making of any Loan, or the
      application of the proceeds or repayment of any Loan by any U.S. Borrower
      nor the consummation of the other transactions contemplated by this
      Agreement will violate any provision of the 1940 Act or any rule,
      regulation or order of the SEC under the 1940 Act. No U.S. Borrower will
      directly or indirectly lend, or otherwise make available, any portion of
      the proceeds of any Loan to any person who is an "investment company" (as
      that term is defined in the 1940 Act) that is subject to regulation under
      the 1940 Act.



                                     -130-
<PAGE>

         SIGNED ON 15 DECEMBER 2009 IN PARIS IN FIFTEEN (15) ORIGINALS


THE GUARANTOR

AXA

By:               Laurent Abensour


Address:          25 avenue Matignon
                  75008 Paris
                  France

Tel:              01 40 75 57 84

Contact:          Laurent Abensour



THE BORROWERS

AXA

By:               Laurent Abensour



Address:          25 avenue Matignon
                  75008 Paris
                  France

Tel:              01 40 75 57 84

Contact:          Laurent Abensour




AXA FINANCIAL, INC.

By:               Laurent Abensour



Address:          1290 Avenue of the Americas
                  New York, NY 10104
                  USA

Tel:              +1 (212) 314-4081

Contact:          Kevin Byrne, Executive Vice President, Treasurer and
                  Chief Investment Officer



                                     -131-
<PAGE>

AXA FINANCIAL (BERMUDA) LTD

By:               Laurent Abensour



Address:          1290 Avenue of the Americas
                  New York, NY 10104
                  USA

Tel:              +1 (212) 314-4081

Contact:          Kevin Byrne, President, Chief Executive Officer and
                  Chief Financial Officer



THE AGENT

HSBC FRANCE

By:               Charles-Henri Hayaud



Address:          103 avenue des Champs Elysees 75008 Paris

Tel:              +33 (0)1 40 70 25 86 / +33 (0)1 57 57 07 38

Contact:          Nicolas Marchand / Vincent Nelson




THE SWINGLINE AGENT

HSBC BANK USA, NATIONAL ASSOCIATION

By:               Charles-Henri Hayaud



Address:          1 HSBC Center, 26th floor, Buffalo, NY 14203 USA

Tel:              +1 716 841 4178

Contact:          Donna L. Riley



                                     -132-
<PAGE>

THE ARRANGERS

BNP PARIBAS


By:               Florent Richard           Drifa Ouahmed-Choulet


Address:          Financial Institutions Group - 3 rue d'Antin - 75002 Paris

Tel:              +33 (0)1 42 98 14 80

Contact:          Bertrand de Rosamel



CALYON

By:               Olivier Aubertin          Stephane Lavoix



Address:          9, quai du President Paul Doumer, 92920 Paris La Defense Cedex

Tel:              +33 (0)1 41 89 02 47

Contact:          Olivier Aubertin



DEUTSCHE BANK AG LONDON BRANCH

By:               Caroline Pez-Lefevre



Address:          Winchester House, 1 Great Winchester Street, London,
                  EC2N2DB UK

Tel:              +44 (0)207 545 4827

Contact:          Jonathan Morford



HSBC FRANCE

By:               Richard Montague          Neil Mazumder



Address:          103 avenue des Champs Elysees 75008 Paris

Tel:              +33 (0)1 40 70 79 09 / +33 (0)1 58 13 96 40

Contact:          Virginie Cardon / Fatma Bao



                                     -133-
<PAGE>


SOCIETE GENERALE CORPORATE & INVESTMENT BANKING

By:               Emmanuelle Emin



Address:          17 Cours Valmy, La Defense Cedex, 92987 Paris

Tel:              +33 (0)1 42 13 48 36

Contact:          Christophe Le Ridant




THE ORIGINAL LENDERS

BNP PARIBAS

By:               Bertrand de Rosamel



Address:          Financial Institutions Group - 3 rue d'Antin - 75002 Paris

Tel:              +33 (0)1 42 98 14 80

Contact:          Bertrand de Rosamel



CALYON
By:               Olivier Aubertin          Stephane Lavoix


Address:          9, quai du President Paul Doumer, 92920 Paris La Defense Cedex

Tel:              +33 (0)1 41 89 02 47

Contact:          Olivier Aubertin



DEUTSCHE BANK LUXEMBOURG S.A.

By:               Caroline Pez-Lefevre


Address:          2, Boulevard Konrad Adenauer, L-1115 Luxembourg

Tel:              +352 42122-281 / +352 42122-637

Contact:          Nigel Hibberd / Markus Lewalski



HSBC FRANCE

By:               Richard Montague          Neil Mazumder



Address:          103 avenue des Champs Elysees 75008 Paris

Tel:              +33 (0)1 40 70 79 09 / +33 (0)1 58 13 96 40

Contact:          Virginie Cardon / Fatma Bao



                                     -134-
<PAGE>

SOCIETE GENERALE

By:               Emmanuelle Emin



Address:          17 Cours Valmy, La Defense Cedex, 92987 Paris

Tel:              +33 (0)1 42 13 48 36

Contact:          Christophe Le Ridant








                                     -135-