EXECUTION COPY


COMMERCIAL
PAPER DEALER AGREEMENT


4(2) Program - Foreign Issuer and Guaranteed


Among:

AXA FINANCIAL, INC. ("AXA Financial"), as Issuer,

AXA SA ("AXA"), as Issuer and, with respect to Notes issued by AXA Financial, as
Guarantor (in such capacity, the "Guarantor"), and

BANC OF AMERICA SECURITIES LLC as Dealer.

Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement
dated as of June 3, 2009 among the Issuers, the Guarantor and JPMorgan Chase
Bank, National Association, as Issuing and Paying Agent

Dated as of


June 3, 2009


COMMERCIAL PAPER DEALER AGREEMENT
4(2) PROGRAM


This agreement (the "Agreement") sets forth the understandings among each of the
Issuers, the Guarantor and the Dealer, each named on the cover page hereof, in
connection with the issuance and sale by each of the Issuers of its short-term
promissory notes (the "Notes") through the Dealer.


AXA, in its capacity as Guarantor, has agreed unconditionally and irrevocably to
guarantee payment in full of the principal of and interest (if any) on all Notes
issued by AXA Financial (the "Guaranteed Notes"), pursuant to a guarantee, dated
the date hereof, in the form of Exhibit D hereto (the "Guarantee").


Certain terms used in this Agreement are defined in Section 6 hereof.


The Addendum to this Agreement, and any Annexes or Exhibits described in this
Agreement or such Addendum, are hereby incorporated into this Agreement and made
fully a part hereof.

1.   OFFERS, SALES AND RESALES OF NOTES.

         1.1.  While (i) neither of the Issuers has or shall have any obligation
               to sell the Notes to the Dealer or to permit the Dealer to
               arrange any sale of the Notes for the account of the relevant
               Issuer, and (ii) the Dealer has and shall have no obligation to
               purchase the Notes

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               from any Issuer or to arrange any sale of the Notes for the
               account of any Issuer, the parties hereto agree that in any case
               where the Dealer purchases Notes from an Issuer, or arranges for
               the sale of Notes by an Issuer, such Notes will be purchased or
               sold by the Dealer in reliance on the representations,
               warranties, covenants and agreements of such Issuer, and, in the
               case of Guaranteed Notes, the Guarantor, contained herein or made
               pursuant hereto and on the terms and conditions and in the manner
               provided herein.

         1.2.  So long as this Agreement shall remain in effect, and in addition
               to the limitations contained in Section 1.7 hereof, none of the
               Issuers, nor, in the case of Guaranteed Notes, the Guarantor,
               shall, without the consent of the Dealer, offer, solicit or
               accept offers to purchase, or sell, any Notes except (a) in
               transactions with one or more dealers which may from time to time
               after the date hereof become dealers with respect to the Notes by
               executing with the Issuers and the Guarantor, one or more
               agreements which contain provisions substantially identical to
               those contained in Section 1 of this Agreement, of which each of
               the Issuers hereby undertakes to provide the Dealer prompt notice
               or (b) in transactions with the other dealers listed on the
               Addendum hereto, which are executing agreements with each of the
               Issuers and the Guarantor which contain provisions substantially
               identical to Section 1 of this Agreement contemporaneously
               herewith. In no event shall either of the Issuers or, in the case
               of Guaranteed Notes, the Guarantor, offer, solicit or accept
               offers to purchase, or sell, any Notes directly on its own behalf
               in transactions with persons other than broker-dealers as
               specifically permitted in this Section 1.2.

         1.3.  The Notes shall be in a minimum denomination of $250,000 or
               integral multiples of $1,000 in excess thereof, will bear such
               interest rates, if interest bearing, or will be sold at such
               discount from their face amounts, as shall be agreed upon by the
               Dealer and the relevant Issuer and, in the case of Guaranteed
               Notes, the Guarantor, shall have a maturity not exceeding 397
               days from the date of issuance and may have such terms as are
               specified in Exhibit C hereto or the Private Placement
               Memorandum. The Notes shall not contain any provision for
               extension, renewal or automatic "rollover."

         1.4.  The authentication and issuance of, and payment for, the Notes
               shall be effected in accordance with the Issuing and Paying
               Agency Agreement, and the Notes shall be either individual
               physical certificates or book-entry notes evidenced by one or
               more master notes (each, a "Master Note") registered in the name
               of The Depository Trust Company ("DTC") or its nominee, in the
               form or forms annexed to the Issuing and Paying Agency Agreement.

         1.5.  If the relevant Issuer and, in the case of Guaranteed Notes, the
               Guarantor, and the Dealer shall agree on the terms of the
               purchase of any Note by the Dealer or the sale of any Note
               arranged by the Dealer (including, but not limited to, agreement
               with respect to the date of issue, purchase price, principal
               amount, maturity and interest rate or interest rate index and
               margin (in the case of interest-bearing Notes) or discount
               thereof (in the case of Notes issued on a discount basis), and
               appropriate compensation for the Dealer's services hereunder)
               pursuant to this Agreement, the Issuer and, in the case of
               Guaranteed Notes, the Guarantor, shall cause such Note to be
               issued and delivered in accordance with the terms of the Issuing
               and Paying Agency Agreement and payment for such Note shall be
               made by the purchaser thereof, either directly or through the
               Dealer, to the Issuing and

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               Paying Agent, for the account of the Issuer. Except as otherwise
               agreed, in the event that the Dealer is acting as an agent and a
               purchaser shall either fail to accept delivery of or make payment
               for a Note on the date fixed for settlement, the Dealer shall
               promptly notify the relevant Issuer and, in the case of
               Guaranteed Notes, the Guarantor, and if the Dealer has
               theretofore paid such Issuer for the Note, such Issuer will
               promptly return such funds to the Dealer against its return of
               the Note to such Issuer, in the case of a certificated Note, and
               upon notice of such failure in the case of a book-entry Note.

         1.6.  The Dealer and each of the Issuers and, in the case of Guaranteed
               Notes, the Guarantor, hereby establish and agree to observe the
               following procedures in connection with offers, sales and
               subsequent resales or other transfers of the Notes:

                  (a) Offers and sales of the Notes by or through the Dealer
                      shall be made only to: (i) investors reasonably believed
                      by the Dealer to be Qualified Institutional Buyers,
                      Institutional Accredited Investors and (ii) non-bank
                      fiduciaries or agents that will be purchasing Notes for
                      one or more accounts, each of which is reasonably believed
                      by the Dealer to be an Institutional Accredited Investor.

                  (b) Resales and other transfers of the Notes by the holders
                      thereof shall be made only in accordance with the
                      restrictions in the legend described in clause (e) below.

                  (c) No general solicitation or general advertising shall be
                      used in connection with the offering of the Notes. Without
                      limiting the generality of the foregoing, without the
                      prior written approval of the Dealer, none of the Issuers
                      or, in the case of Guaranteed Notes, the Guarantor shall
                      issue any press release or place or publish any
                      "tombstone" or other advertisement relating to the Notes.

                  (d) No sale of Notes to any one purchaser shall be for less
                      than $250,000 principal or face amount, and no Note shall
                      be issued in a smaller principal or face amount. If the
                      purchaser is a non-bank fiduciary acting on behalf of
                      others, each person for whom such purchaser is acting must
                      purchase at least $250,000 principal or face amount of
                      Notes.

                  (e) Offers and sales of the Notes by an Issuer through the
                      Dealer acting as agent for such Issuer shall be made in
                      accordance with Rule 506 under the Securities Act, and
                      shall be subject to the restrictions described in the
                      legend appearing on Exhibit A hereto. A legend
                      substantially to the effect of such Exhibit A shall appear
                      as part of the Private Placement Memorandum used in
                      connection with offers and sales of Notes hereunder, as
                      well as on each individual certificate representing a Note
                      and each Master Note representing book-entry Notes offered
                      and sold pursuant to this Agreement.

                  (f) The Dealer shall furnish or shall have furnished to each
                      purchaser of Notes for which it has acted as the dealer a
                      copy of the then-current Private Placement Memorandum
                      unless such purchaser has previously received a copy of
                      the Private Placement Memorandum as then in effect. The
                      Private Placement Memorandum shall expressly state that
                      any person to whom Notes are offered shall have an
                      opportunity to ask questions of, and receive information
                      from AXA regarding the relevant Issuer and, in the case of
                      Guaranteed Notes, the

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                      Guarantor and the Dealer and shall provide the names,
                      addresses and telephone numbers of the persons from whom
                      information regarding the relevant Issuer and, in the case
                      of Guaranteed Notes, the Guarantor may be obtained.

                  (g) Each of the Issuers agrees and, in the case of Guaranteed
                      Notes, the Issuer and the Guarantor, jointly and
                      severally, agree for the benefit of the Dealer and each of
                      the holders and prospective purchasers from time to time
                      of the Notes that, if at any time such Issuer or, in the
                      case of Guaranteed Notes, the Issuer or the Guarantor,
                      shall not be subject to Section 13 or 15(d) of the
                      Exchange Act, such Issuer or, in the case of Guaranteed
                      Notes, the Issuer and the Guarantor, will furnish, upon
                      request and at its or their expense, to the Dealer and to
                      holders and prospective purchasers of Notes information
                      required by Rule 144A(d)(4)(i) in compliance with Rule
                      144A(d).

                  (h) In the event that any Note of an Issuer offered or to be
                      offered by the Dealer would be ineligible for resale under
                      Rule 144A, such Issuer shall immediately notify the Dealer
                      (by telephone, confirmed in writing) upon becoming aware
                      of such fact and shall promptly prepare and deliver to the
                      Dealer an amendment or supplement to the Private Placement
                      Memorandum describing the Notes that are ineligible, the
                      reason for such ineligibility and any other relevant
                      information relating thereto.

                (i)   Each of the Issuers and the Guarantor, represents that it
                      is not currently issuing commercial paper or guarantees in
                      the United States market in reliance upon the exemption
                      provided by Section 3(a)(3) of the Securities Act. Each of
                      the Issuers and the Guarantor, agrees that, if it shall
                      issue commercial paper or guarantees after the date hereof
                      in reliance upon such exemption (a) the proceeds from the
                      sale of the Notes will be segregated from the proceeds of
                      the sale of any such commercial paper by being placed in a
                      separate account; (b) the relevant Issuer and, in the case
                      of Guaranteed Notes, the Guarantor, will institute
                      appropriate corporate procedures to ensure that the offers
                      and sales of notes or guarantees issued by such Issuer or
                      the Guarantor, as the case may be, pursuant to the Section
                      3(a)(3) exemption are not integrated with offerings and
                      sales of Notes or the Guarantee hereunder; and (c) the
                      relevant Issuer and, in the case of Guaranteed Notes, the
                      Guarantor, will comply with each of the requirements of
                      Section 3(a)(3) of the Securities Act in selling
                      commercial paper or other short-term debt securities other
                      than the Notes in the United States.

     1.7.  Each of the Issuers and, in the case of Guaranteed Notes, the
           Guarantor, hereby represents and warrants to the Dealer, in
           connection with offers, sales and resales of Notes, as follows:

           (a)  Each of the Issuers and the Guarantor hereby confirms to the
                Dealer that (except as permitted by Section 1.6(i)) within the
                preceding six months neither it nor any person other than the
                Dealer or the other dealers referred to in Section 1.2 hereof
                acting on its behalf has offered or sold any Notes, or any
                substantially similar security of such Issuer or the Guarantor
                (including, without limitation, medium-term notes issued by such
                Issuer or the Guarantor), to, or solicited offers to buy any
                such security from, any person other than the Dealer or the
                other dealers referred to in Section 1.2 hereof.

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                Each of the Issuers and the Guarantor also agrees that (except
                as permitted by Section 1.6(i)), as long as the Notes are being
                offered for sale by the Dealer and the other dealers referred to
                in Section 1.2 hereof as contemplated hereby and until at least
                six months after the offer of Notes hereunder has been
                terminated, neither such Issuer nor, in the case of Guaranteed
                Notes, the Guarantor, nor any person other than the Dealer or
                the other dealers referred to in Section 1.2 hereof (except as
                contemplated by Section 1.2 hereof) will offer the Notes or any
                substantially similar security of such Issuer for sale to, or
                solicit offers to buy any such security from, any person other
                than the Dealer or the other dealers referred to in Section 1.2
                hereof, it being understood that such agreement is made with a
                view to bringing the offer and sale of the Notes within the
                exemption provided by Section 4(2) of the Securities Act and
                Rule 506 thereunder and shall survive any termination of this
                Agreement. Each of the Issuers and the Guarantor, hereby
                represents and warrants that it has not taken or omitted to
                take, and will not take or omit to take, any action that would
                cause the offering and sale of Notes hereunder to be integrated
                with any other offering of securities, whether such offering is
                made by an Issuer or the Guarantor or some other party or
                parties under circumstances or in a manner that would cause the
                offering and sale of the Notes by an Issuer to fail to be exempt
                under Section 4(2) of the Securities Act.

           (b)  In the event that the Dealer purchases Notes as principal and
                does not resell such Notes on the day of such purchase, to the
                extent necessary to comply with Regulation T and the
                interpretations thereunder, the Dealer will sell such Notes
                either (i) only to offerees it reasonably believes to be
                Qualified Institutional Buyers or to Qualified Institutional
                Buyers it reasonably believes are acting for other Qualified
                Institutional Buyers, in each case in accordance with Rule 144A
                or (ii) in a manner which would not cause a violation of
                Regulation T and the interpretations thereunder.

2.   REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE GUARANTOR.

     Each of the Issuers and, in the case of Guaranteed Notes, the Guarantor,
     with respect to sections 2.1 through 2.12, represents and warrants as to
     itself, as applicable, and AXA, with respect to sections 2.13 through 2.17,
     further represents and warrants, that:

     2.1   AXA has been duly incorporated and is validly existing as a societe
           anonyme a directoire et conseil et surveillance under French law and
           has all the requisite power and authority to execute, deliver and
           perform its obligations under the Notes, the Guarantee, this
           Agreement and the Issuing and Paying Agency Agreement.

     2.2   AXA Financial is a corporation duly organized and validly existing
           under the laws of the State of Delaware and has all the requisite
           power and authority to execute, deliver and perform its obligations
           under the Notes, this Agreement and the Issuing and Paying Agency
           Agreement.

     2.3  The execution and delivery of this Agreement and the Issuing and
          Paying Agency Agreement have been duly authorized by such Issuer and
          the Guarantor, and constitute legal, valid and binding obligations of
          the Issuer and the Guarantor, enforceable against the Issuer and the
          Guarantor, in accordance with their terms, subject to the laws of
          bankruptcy and other laws affecting creditors' rights generally from
          time to time in effect, and subject, as to enforceability, to general
          principles of equity including, without limitation, concepts of
          materiality,

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           reasonableness, good faith and fair dealing (regardless of whether
           enforcement is sought in a proceeding in equity or at law).

     2.4   The Notes have been duly authorized, and when issued as provided in
           the Issuing and Paying Agency Agreement, will be duly and validly
           issued and will constitute legal, valid and binding obligations of
           such Issuer enforceable against such Issuer in accordance with their
           terms, subject to the laws of bankruptcy, and other laws affecting
           creditors' rights generally from time to time in effect, and subject,
           as to enforceability, to general principles of equity including,
           without limitation, concepts of materiality, reasonableness, good
           faith and fair dealing (regardless of whether enforcement is sought
           in a proceeding in equity or at law).

     2.5   The Guarantee has been duly authorized, executed and delivered by the
           Guarantor and constitutes the legal, valid and binding obligation of
           the Guarantor enforceable against the Guarantor in accordance with
           its terms subject to applicable bankruptcy, insolvency or similar
           laws affecting creditors' rights generally, and subject, as to
           enforceability, to general principles of equity (regardless of
           whether enforcement is sought in a proceeding in equity or at law).

     2.6   Assuming compliance by the Dealer with the procedures applicable to
           it set forth in Section 1 hereof, the offer and sale of the Notes in
           the manner contemplated hereby do not require registration of the
           Notes under the Securities Act, pursuant to the exemption from
           registration contained in Section 4(2) thereof, and no indenture in
           respect of the Notes is required to be qualified under the Trust
           Indenture Act of 1939, as amended.

     2.7   The Notes and the Guarantee will rank at least pari passu with all
           other unsecured and unsubordinated indebtedness of such Issuer or the
           Guarantor, as the case may be (save in each case for certain
           obligations required to be preferred by French law).

     2.8   Assuming compliance by the Dealer with the procedures applicable to
           it set forth in Section 1 hereof, no consent or action of, or filing
           or registration with, any governmental or public regulatory body or
           authority, including the SEC, is required to authorize, or is
           otherwise required in connection with the execution, delivery or
           performance of, this Agreement, the Notes, the Guarantee or the
           Issuing and Paying Agency Agreement, except as may be required by the
           securities or Blue Sky laws of the various states in connection with
           the offer and sale of the Notes.

     2.9   Neither the execution and delivery of this Agreement, the Guarantee
           and the Issuing and Paying Agency Agreement, nor the issuance of the
           Notes in accordance with the Issuing and Paying Agency Agreement, nor
           the fulfillment of or compliance with the terms and provisions hereof
           or thereof by such Issuer or, in the case of Guaranteed Notes, the
           Guarantor, will violate or result in a breach or a default under any
           of the terms of the constitutional documents of such Issuer or the
           Guarantor, any contract or instrument to which such Issuer or the
           Guarantor is a party or by which it or its property is bound, or any
           law or regulation, or any order, writ, injunction or decree of any
           court or government instrumentality, to which such Issuer or the
           Guarantor is subject or by which it or its property is bound, which
           breach or default might be material in the context of the commercial
           paper program contemplated by this Agreement or the issuance of
           Notes.

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<PAGE>

     2.10  Except as disclosed in the Company Information, there is no
           litigation or governmental proceeding pending, or to the knowledge of
           such Issuer or the Guarantor threatened, against or affecting such
           Issuer or the Guarantor or any of its respective subsidiaries, which
           is required to be described in the Issuer's or the Guarantor's SEC
           filings.

     2.11  Neither of such Issuer nor the Guarantor is now, or will be as a
           result of the sale of any Notes or the receipt or application of the
           proceeds thereof, an "investment company" registered or required to
           be registered under the Investment Company Act of 1940, as amended
           (as such terms are used in the Investment Company Act).

     2.12  Each (a) issuance of Notes by such Issuer hereunder and (b) amendment
           or supplement of the Private Placement Memorandum shall be deemed a
           representation and warranty by such Issuer and, in the case of
           Guaranteed Notes, the Guarantor to the Dealer, as of the date
           thereof, that, both before and after giving effect to such issuance
           and after giving effect to such amendment or supplement, (i) the
           representations and warranties given by such Issuer and, in the case
           of Guaranteed Notes, the Guarantor set forth in this Section 2 remain
           true and correct in all material respects on and as of such date as
           if made on and as of such date, (ii) in the case of an issuance of
           Notes, the Notes being issued on such date have been duly and validly
           issued and constitute legal, valid and binding obligations of such
           Issuer, enforceable against such Issuer in accordance with their
           terms, subject to the laws of bankruptcy, and other laws affecting
           creditors' rights generally from time to time in effect, and subject,
           as to enforceability, to general principles of equity including,
           without limitation, concepts of materiality, reasonableness, good
           faith and fair dealing (regardless of whether enforcement is sought
           in a proceeding in equity or at law) and, in the case of Guaranteed
           Notes, are guaranteed pursuant to the Guarantee, (iii) in the case of
           an issuance of Notes, since the date of the most recent consolidated
           financial statements included in or incorporated in the Private
           Placement Memorandum, there has been no change which has had or, to
           the best of such Issuer's or, in the case of Guaranteed Notes, the
           Guarantor's knowledge is reasonably likely to have, a material
           adverse effect on the consolidated financial position or the
           consolidated operating results of such Issuer or such Issuer and its
           subsidiaries, taken as a whole, or, in the case of guaranteed Notes
           of the Guarantor or the Guarantor and its consolidated subsidiaries
           taken as a whole or on the ability of such Issuer or, in the case of
           Guaranteed Notes, the Guarantor to perform its obligations under the
           Notes, this Agreement or the Issuing and Paying Agency Agreement,
           which has not been disclosed to the Dealer in writing and (iv)
           neither such Issuer nor, in the case of Guaranteed Notes, the
           Guarantor is in default of any of its obligations hereunder or under
           the Notes, the Guarantee (in the case of Guaranteed Notes) or the
           Issuing and Paying Agency Agreement.

     2.13  Neither the Private Placement Memorandum nor the Company Information
           contains any untrue statement of a material fact or omits to state a
           material fact required to be stated therein or necessary to make the
           statements therein, in light of the circumstances under which they
           were made, not misleading, provided that the AXA makes no
           representation as to the Dealer Information.

     2.14  Under the laws of the Republic of France neither AXA nor any of its
           revenues, assets or properties has any right of immunity from service
           of process or from the jurisdiction of

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           competent courts of the Republic of France or the United States or
           the State of New York in connection with any suit, action or
           proceeding, attachment prior to judgment, attachment in aid of
           execution of a judgment or execution of a judgment or from any other
           legal process with respect to its obligations under this Agreement,
           the Issuing and Paying Agency Agreement, the Notes or the Guarantee.

     2.15  The choice of New York law to govern this Agreement, the Issuing and
           Paying Agency Agreement, the Guarantee and the Notes is, under the
           laws of the Republic of France, a valid, effective and irrevocable
           choice of law, and the submission by AXA in Section 7.3 (b) of the
           Agreement to the jurisdiction of the courts of the United States
           District Court and the State of New York located in the Borough of
           Manhattan is valid and binding upon AXA under the laws of the
           Republic of France.

     2.16  Any final judgment rendered by any court referred to in Section 2.15
           in an action to enforce the obligations of AXA under this Agreement,
           the Issuing and Paying Agency Agreement, the Guarantee or the Notes
           is capable of being enforced in the courts of the Republic of France.

     2.17  As a condition to the admissibility in evidence of this Agreement,
           the Issuing and Paying Agency Agreement, the Guarantee or the Notes
           in the courts of the Republic of France, it is not necessary that
           this Agreement, the Issuing and Paying Agency Agreement, the
           Guarantee or the Notes be filed or recorded with any court or other
           authority. All documentary evidence to be submitted to a court in the
           Republic of France must be in, or translated into, the French
           language and certified by a duly qualified official translator in the
           Republic of France.

3.   COVENANTS AND AGREEMENTS OF THE ISSUERS AND THE GUARANTOR.

     Each of the Issuers and the Guarantor, covenants and agrees with respect to
     itself, as applicable, that:

     3.1   Such Issuer and the Guarantor will give the Dealer prompt notice (but
           in any event prior to any subsequent issuance of Notes hereunder) of
           any amendment to, modification of or waiver with respect to, the
           Notes, the Guarantee or the Issuing and Paying Agency Agreement,
           including a complete copy of any such amendment, modification or
           waiver.

     3.2   Such Issuer and the Guarantor, shall, whenever there shall occur any
           event making untrue or incorrect to an extent which is material in
           the context of the issue and offer of any Notes, any of the
           representations and warranties contained in Section 2, promptly,
           after becoming aware of the occurrence thereof, notify the Dealer (by
           telephone, confirmed in writing).

     3.3   Such Issuer and the Guarantor shall from time to time furnish to the
           Dealer such information as the Dealer may reasonably request,
           including, without limitation, any press releases or other publicly
           available information, regarding (i) the operations and financial
           condition of such Issuer or the Guarantor (ii) the due authorization
           and execution of the Notes and the Guarantee, (iii) such Issuer's
           ability to pay the Notes as they mature and (iv) the Guarantor's
           obligation to fulfill its obligations under the Guarantee.

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     3.4   Such Issuer and, in the case of Guaranteed Notes, the Guarantor, will
           take all such action as the Dealer may reasonably request to ensure
           that each offer and each sale of the Notes will comply with any
           applicable state Blue Sky laws; provided, however, that neither such
           Issuer nor, in the case of Guaranteed Notes, the Guarantor, shall be
           obligated to file any general consent to service of process or to
           qualify as a foreign corporation in any jurisdiction in which it is
           not so qualified or subject itself to taxation in respect of doing
           business in any jurisdiction in which it is not otherwise so subject.

     3.5   Such Issuer shall not issue Notes hereunder until the Dealer shall
           have received (a) opinions of (i) U.S. counsel to the Issuers and, in
           the case of Guaranteed Notes, the Guarantor, substantially in the
           form set forth in Exhibit E-1 hereto, (ii) French counsel to AXA
           substantially in the form set forth in Exhibit E-2 hereto, (iii) the
           General Counsel of AXA substantially in the form set forth in Exhibit
           E-3 hereto and (iv) the Deputy General Counsel of AXA Financial
           substantially in the form set forth in Exhibit E-4 hereto, (b) a copy
           of the executed Issuing and Paying Agency Agreement as then in
           effect, (c) an executed copy of the Guarantee and (d) a copy of the
           resolutions adopted by the Boards of Directors or other governing
           body of each Issuer and the Guarantor, satisfactory in form and
           substance to the Dealer and certified by the Secretary or similar
           officer of such Issuer and the Guarantor, authorizing execution and
           delivery by such Issuer and the Guarantor of this Agreement, the
           Issuing and Paying Agency Agreement, the Notes and and, in the case
           of Guaranteed Notes, the Guarantee and consummation by such Issuer
           and the Guarantor of the transactions contemplated hereby and
           thereby, (e) prior to the issuance of any book-entry Notes
           represented by a master note registered in the name of DTC or its
           nominee, a copy of the executed Letter of Representations among such
           Issuer and, in the case of Guaranteed Notes, the Guarantor, the
           Issuing and Paying Agent and DTC and of the executed master note, (f)
           prior to the issuance of any Notes in physical form, a copy of such
           form (unless attached to this Agreement or the Issuing and Paying
           Agency Agreement) and (g) such other certificates, opinions, letters
           and documents as the Dealer shall have reasonably requested.

     3.6   AXA shall reimburse the Dealer for all of the Dealer's reasonable
           out-of-pocket expenses related to this Agreement, including expenses
           incurred in connection with its preparation and negotiation, and the
           transactions contemplated hereby (including, but not limited to, the
           printing and distribution of the Private Placement Memorandum) up to
           a total aggregate amount of $7,000, and, if applicable, for the
           reasonable fees and out-of-pocket expenses of the Dealer's counsel.

4.   DISCLOSURE.

     4.1   The Private Placement Memorandum and its contents (other than the
           Dealer Information) shall be the sole responsibility of AXA and, to
           the extent specifically relating to AXA Financial, AXA Financial.
           The Private Placement Memorandum shall contain a statement expressly
           offering an opportunity for each prospective purchaser to ask
           questions of, and receive answers from, AXA concerning the offering
           of Notes and to obtain relevant additional information which AXA
           possesses or can acquire without unreasonable effort or expense.

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<PAGE>

     4.2    AXA agrees to promptly furnish the Dealer the Company Information as
            it becomes available.

     4.3    (a) Upon the occurrence of any event (a "Section 4.3 Event")
            relating to or affecting an Issuer or the Guarantor that would cause
            the Private Placement Memorandum then in existence to include an
            untrue statement of a material fact or to omit to state a material
            fact necessary in order to make the statements contained therein, in
            light of the circumstances under which they are made, not
            misleading, AXA agrees, except during a Blackout Period (as defined
            below), promptly to amend or supplement the Private Placement
            Memorandum so that the Private Placement Memorandum, as amended or
            supplemented, shall not contain an untrue statement of a material
            fact or omit to state a material fact necessary in order to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading, and AXA shall make such supplement or
            amendment available to the Dealer.

            (b) At any time, AXA may notify the Dealer ("Section 4.3 Notice")
            that all sales and solicitations of Notes shall be suspended because
            a Section 4.3 Event has occurred or may occur and AXA has determined
            that it would be inappropriate to amend or supplement the Private
            Placement Memorandum at that time (each period beginning at the time
            of delivery of such notice and ending when AXA provides notice to
            the Dealer that solicitations and sales of Notes may resume because
            it is no longer inappropriate to so amend or supplement the Private
            Placement Memorandum, a "Blackout Period"). AXA agrees that it shall
            provide the notice constituting the end of the Blackout Period as
            promptly as possible after making the determination that it is no
            longer inappropriate to amend or supplement the Private Placement
            Memorandum.

            (c) The Dealer agrees promptly to notify AXA if it was holding Notes
            in inventory at the time of its receipt of the Section 4.3 Notice
            ("Inventory Notes"). AXA agrees that if the Dealer was holding
            Inventory Notes at the time of the Dealer's receipt of the Section
            4.3 Notice, AXA shall indemnify the Dealer for losses, if any,
            resulting from its inability to sell the Inventory Notes during the
            related Blackout Period (it being understood that these losses do
            not include any losses that result solely from the occurrence or
            public announcement of the Section 4.3 Event).

5.   INDEMNIFICATION AND CONTRIBUTION.

     5.1    (a) AXA will indemnify and hold harmless the Dealer, each
            individual, corporation, partnership, trust, association or other
            entity controlling the Dealer, and their respective directors,
            officers, employees, partners, incorporators, shareholders,
            servants, trustees and agents (hereinafter the "Indemnitees")
            against any and all liabilities, penalties, suits, causes of action,
            losses, damages, claims, costs and expenses (including, without
            limitation, reasonable fees and disbursements of counsel) or
            judgments of whatever kind or nature (each a "Claim"), imposed upon,
            incurred by or asserted against the Indemnitees arising out of or
            based upon (i) any allegation that the Private Placement Memorandum
            or the Company Information included (as of any relevant time) or
            includes an untrue statement of a material fact or omitted (as of
            any relevant time) or omits to state any material fact necessary to
            make the statements therein, in light of the circumstances under
            which they were made, not misleading or (ii) the breach by AXA of
            any agreement, covenant or representation made in or pursuant to
            this Agreement and (b) AXA and AXA Financial, jointly and severally,
            will indemnify and hold

                                                                              10
<PAGE>

           harmless the Indemnitees against any Claim imposed upon, incurred by
           or asserted against the Indemnitees arising out of or based upon the
           breach by AXA Financial of any agreement, covenant or representation
           made in or pursuant to this Agreement. This indemnification shall
           not apply to the extent that the Claim arises out of or is based
           upon Dealer Information.

     5.2   Provisions relating to claims made for indemnification under this
           Section 5 are set forth in Exhibit B to this Agreement.

     5.3   In order to provide for just and equitable contribution in
           circumstances in which the indemnification provided for in this
           Section 5 is held to be unavailable or insufficient to hold harmless
           the Indemnitees, although applicable in accordance with the terms of
           this Section 5, AXA (in the case of Claims arising under Section
           5.1(a)) or AXA and AXA Financial, jointly and severally (in the case
           of Claims arising under Section 5.1(b)), shall contribute to the
           aggregate costs incurred by the Dealer in connection with any Claim
           in the proportion of the respective economic interests of AXA, or AXA
           and AXA Financial, as the case may be, and the Dealer; provided,
           however, that such contribution by AXA or AXA and AXA Financial, as
           the case may be, shall be in an amount such that the aggregate costs
           incurred by the Dealer do not exceed the aggregate of the commissions
           and fees earned by the Dealer hereunder with respect to the issue or
           issues of Notes to which such Claim relates. The respective economic
           interests shall be calculated by reference to the aggregate proceeds
           to applicable Issuer of the Notes issued hereunder and the aggregate
           commissions and fees earned by the Dealer hereunder.

6.   DEFINITIONS.

     6.1    "Claim" shall have the meaning set forth in Section 5.1.

     6.2    "Company Information" at any given time shall mean the Private
            Placement Memorandum together with, to the extent applicable, (i)
            AXA's most recent report on Form 20-F, (ii) AXA's reports on Form
            6-K filed with the SEC since the most recent report on Form 20-F,
            (iii) any other information or disclosure prepared pursuant to
            Section 4.3 hereof, (iv) for purposes of section 2.10 and with
            respect to AXA Financial only, AXA Financial's most recent report on
            Form 10-K and AXA Financial's reports on Form 10-Q filed with the
            SEC since its most recent report on From 10-K and (v) any
            information prepared or approved in writing by AXA specifically for
            dissemination to investors or potential investors in the Notes.

     6.3    "Dealer Information" shall mean material concerning the Dealer
            provided by the Dealer in writing expressly for inclusion in the
            Private Placement Memorandum.

     6.4    "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934,
            as amended.

     6.5    "Indemnitee" shall have the meaning set forth in Section 5.1.

     6.6    "Institutional Accredited Investor" shall mean an institutional
            investor that is an accredited investor within the meaning of Rule
            501 under the Securities Act and that has such knowledge and
            experience in financial and business matters that it is capable of
            evaluating and bearing the economic risk of an investment in the
            Notes, including, but not limited to, a bank, as defined in Section
            3(a)(2) of the Securities Act, or a savings and loan association or
            other institution, as

                                                                              11
<PAGE>

            defined in Section 3(a)(5)(A) of the Securities Act, whether acting
            in its individual or fiduciary capacity.

     6.7    "Issuing and Paying Agency Agreement" shall mean the issuing and
            paying agency agreement described on the cover page of this
            Agreement, as such agreement may be amended or supplemented from
            time to time.

     6.8    "Issuing and Paying Agent" shall mean the party designated as such
            on the cover page of this Agreement, as issuing and paying agent
            under the Issuing and Paying Agency Agreement, or any successor
            thereto in accordance with the Issuing and Paying Agency Agreement.

     6.9    "Non-bank fiduciary or agent" shall mean a fiduciary or agent other
            than (a) a bank, as defined in Section 3(a)(2) of the Securities
            Act, or (b) a savings and loan association, as defined in Section
            3(a)(5)(A) of the Securities Act.

     6.10   "Private Placement Memorandum" shall mean offering materials
            prepared in accordance with Section 4 (including materials
            incorporated by reference therein) provided to purchasers and
            prospective purchasers of the Notes, and shall include amendments
            and supplements thereto which may be prepared from time to time in
            accordance with this Agreement (other than any amendment or
            supplement that has been completely superseded by a later amendment
            or supplement).

     6.11   "Qualified Institutional Buyer" shall have the meaning assigned to
            that term in Rule 144A under the Securities Act.

     6.12   "Rule 144A" shall mean Rule 144A under the Securities Act.

     6.13   "SEC" shall mean the U.S. Securities and Exchange Commission.

     6.14   "Securities Act" shall mean the U.S. Securities Act of 1933, as
            amended.

7.   GENERAL

     7.1    Unless otherwise expressly provided herein, all notices under this
            Agreement to parties hereto shall be in writing and shall be
            effective when received at the address of the respective party set
            forth in the Addendum to this Agreement.

     7.2    This Agreement shall be governed by and construed in accordance with
            the laws of the State of New York, without regard to its conflict of
            laws provisions.

     7.3    (a) Each of the Issuers and the Guarantor agrees that any suit,
            action or proceeding brought by such Issuer or the Guarantor,
            against the Dealer in connection with or arising out of this
            Agreement or the Notes or the offer and sale of the Notes shall be
            brought solely in the United States federal courts located in the
            Borough of Manhattan or the courts of the State of New York located
            in the Borough of Manhattan. EACH OF THE DEALER, THE ISSUERS AND THE
            GUARANTOR, WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
            PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
            CONTEMPLATED HEREBY.

                                                                              12
<PAGE>

            (b) Each of the Issuers and the Guarantor hereby irrevocably accepts
            and submits to the non-exclusive jurisdiction of each of the
            aforesaid courts in personam, generally and unconditionally, for
            itself and in respect of its properties, assets and revenues, with
            respect to any suit, action or proceeding in connection with or
            arising out of this Agreement, the Guarantee or the Notes or the
            offer and sale of the Notes.

            (c) AXA hereby irrevocably designates, appoints and empowers AXA
            Financial, with offices at 1290 Avenue of the Americas, New York,
            New York, 10104, and AXA Financial hereby accepts such appointment,
            as its designee, appointee and agent to receive, accept and
            acknowledge for and on its behalf, and its properties, assets and
            revenues, service for any and all legal process, summons, notices
            and documents which may be served in any such action, suit or
            proceeding brought in the courts listed in Section 7.3(a) which may
            be made on such designee, appointee and agent in accordance with
            legal procedures prescribed for such courts, with respect to any
            suit, action or proceeding in connection with or arising out of this
            Agreement, the Guarantee or the Notes or the offer and sale of the
            Notes. If for any reason such designee, appointee and agent
            hereunder shall cease to be available to act as such, the Issuer
            agrees to designate a new designee, appointee and agent in The City
            of New York on the terms and for the purposes of this Section 7.3
            satisfactory to the Dealer. AXA further hereby irrevocably consents
            and agrees to the service of any and all legal process, summons,
            notices and documents out of any of the aforesaid courts in any such
            action, suit or proceeding by serving a copy thereof upon the agent
            for service of process referred to in this Section 7.3 (whether or
            not the appointment of such agent shall for any reason prove to be
            ineffective or such agent shall accept or acknowledge such service)
            or by mailing copies thereof by registered or certified airmail,
            postage prepaid, to it at its address specified in or designated
            pursuant to this Agreement. AXA agrees that the failure of any such
            designee, appointee and agent to give any notice of such service to
            it shall not impair or affect in any way the validity of such
            service or any judgment rendered in any action or proceeding based
            thereon. Nothing herein shall in any way be deemed to limit the
            ability of the holders of any Notes or the Dealer to serve any such
            legal process, summons, notices and documents in any other manner
            permitted by applicable law or to obtain jurisdiction over the
            undersigned or bring actions, suits or proceedings against the
            undersigned in such other jurisdictions, and in such other manner,
            as may be permitted by applicable law. Each of the Issuers and the
            Guarantor hereby irrevocably and unconditionally waives any
            objection which it may now or hereafter have to the laying of venue
            of any of the aforesaid actions, suits or proceedings arising out of
            or in connection with this Agreement brought in the courts listed in
            Section 7.3(a) and hereby further irrevocably and unconditionally
            waives and agrees not to plead or claim in any such court that any
            such action, suit or proceeding brought in any such court has been
            brought in an inconvenient forum.

     7.4    This Agreement may be terminated, at any time, by the Issuers, upon
            five business day's prior notice to such effect to the Dealer, or by
            the Dealer upon one business day's prior notice to such effect to
            the Issuers and, in the case of Guaranteed Notes, the Guarantor. Any
            such termination, however, shall not affect the obligations of an
            Issuer or the Guarantor under Sections 3.6, 5 and 7.3 hereof or the
            respective representations, warranties, agreements, covenants,
            rights or responsibilities of the parties made or arising prior to
            the termination of this Agreement.

                                                                              13
<PAGE>

     7.5    This Agreement is not assignable by any party hereto without the
            written consent of the other parties.

     7.6    This Agreement may be signed in any number of counterparts, each of
            which shall be an original, with the same effect as if the
            signatures thereto and hereto were upon the same instrument.

     7.7    This Agreement is for the exclusive benefit of the parties hereto,
            and their respective permitted successors and assigns hereunder, and
            shall not be deemed to give any legal or equitable right, remedy or
            claim to any other person whatsoever; provided, however, that
            Sections 7.3(b) and (c) and Section 7.8 are hereby specifically and
            exclusively acknowledged to also be for the benefit of the holders
            from time to time of the Notes, as third-party beneficiaries.

     7.8    (a) Any payments to the Dealer hereunder or to any holder from time
            to time of Notes shall be in United States dollars and shall be made
            without withholding for or deduction of any taxes or duties imposed
            or levied by or on behalf of France or any political subdivision or
            any authority thereof or therein having the power to tax. If French
            law should require that payments of principal or interest in respect
            of the Notes be subject to deduction or withholding in respect of
            any taxes or duties whatsoever, AXA will, to the fullest extent then
            permitted by law, pay such additional amounts as shall result in
            receipt by the Noteholders or, if applicable, by the Dealer, of such
            amounts as would have been received by them had no such withholding
            or deduction been required, provided that AXA shall not be required
            to pay any such additional amount on account of any tax that would
            not have been so imposed but for the existence of any present or
            former personal or business connection between the person entitled
            to such payment and France other than the mere receipt of such
            payment or the ownership or holding of Notes. AXA will promptly pay
            any stamp duty or other taxes or governmental charges payable in
            connection with the execution, delivery, payment or performance of
            this Agreement, the Issuing and Paying Agency Agreement, the
            Guarantee or the Notes.

            (b) AXA agrees to indemnify and hold harmless the Dealer and each
            holder from time to time of Notes against any loss incurred by the
            Dealer or such holder as a result of any judgment or order being
            given or made for any amount due hereunder or under the Notes or, in
            the case of Guaranteed Notes, the Guarantee and such judgment or
            order being expressed and paid in a currency (the "Judgment
            Currency") other than United States dollars and as a result of any
            variation as between (i) the rate of exchange at which the United
            States dollar amount is converted into the Judgment Currency for the
            purpose of such judgment or order, and (ii) the rate of exchange at
            which the Dealer or such holder is able to purchase United States
            dollars with the amount of Judgment Currency actually received by
            the Dealer or such holder. The foregoing indemnity shall constitute
            separate and independent obligations of AXA and shall continue in
            full force and effect notwithstanding any such judgment or order as
            aforesaid. The term "rate of exchange" shall include any reasonable
            premiums and costs of exchange payable in connection with the
            purchase of, or conversion into, the relevant currency.

     7.9    Each of the Issuers and the Guarantor acknowledges and agrees that
            the Dealer is acting solely in the capacity of an arm's length
            contractual counterparty to the Issuers and the Guarantor with
            respect to the offering of the Notes contemplated hereby (including
            in connection with determining the price and terms of the offering)
            and not as a financial advisor or a fiduciary to, or an agent of
            (except to the extent explicitly set forth herein), either Issuer or
            the Guarantor or

                                                                              14
<PAGE>

            any other person. The Dealer has not assumed an advisory or
            fiduciary responsibility in favor of either Issuer or the Guarantor
            with respect to the offering contemplated hereby or the process
            leading thereto (irrespective of whether the Dealer has advised or
            is currently advising either Issuer or the Guarantor on other
            matters) or any other obligation to either Issuer or the Guarantor
            except the obligations expressly set forth in this Agreement.
            Additionally, the Dealer is not advising either Issuer or the
            Guarantor, or any other person as to any legal, tax, investment,
            accounting or regulatory matters in any jurisdiction. Each of the
            Issuers and the Guarantor shall consult with its own advisors
            concerning such matters and shall be responsible for making its own
            independent investigation and appraisal of the transactions
            contemplated hereby, and the Dealer shall have no responsibility or
            liability to either Issuer or the Guarantor with respect thereto.
            Any review by the Dealer of an Issuer, the Guarantor, the
            transactions contemplated hereby or other matters relating to such
            transactions will be performed solely for the benefit of the Dealer
            and shall not be on behalf of either of the Issuers or the
            Guarantor.

     7.10   This Agreement supersedes all prior agreements and understandings
            (whether written or oral) between the Issuers or the Guarantor and
            the Dealer with respect to the subject matter hereof.

                                                                              15
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.

AXA, AS ISSUER AND GUARANTOR           BANC OF AMERICA SECURITIES LLC, AS DEALER

By:  /s/ Denis Duverne                 By: /s/ Ralph Esposito
     ------------------------------        ------------------------------------
     Name:  Denis Duverne                  Name:  Ralph Esposito
     Title: Chief Financial Officer        Title: Principal
            and Member of the
            Management Board


AXA FINANCIAL, INC., AS ISSUER

By:  /s/ Kevin R. Byrne
     -------------------------------------
     Name:    Kevin R. Byrne
     Title:   Executive Vice President and Chief
              Investment Officer and Treasurer



<PAGE>

ADDENDUM


The following additional clauses shall apply to the Agreement and be deemed a
part thereof.


1.   The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.


2.   The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:

          FOR AXA:

          Address:                  21 avenue Matignon, 75008 Paris, France

          Attention:                DCFG/Capital Market Solutions

          Telephone number:         +33 (0) 1-40-75-57-97

          Fax number:               +33 (0) 1-40-75-58-28

          FOR AXA FINANCIAL, INC.

          Address:                  1290 Avenue of the Americas, 12th Floor,
                                    New York, NY  10104

          Attention:                Treasury Department

          Telephone number:         (212) 314-4135

          Fax number:               (212) 314-1504


          FOR THE DEALER:

          Address:                  One Bryant Park, 3rd Floor,
                                    New York, NY 10036

          Attention:                Global Investor Marketing

          Telephone number:         (646) 855-3019

          Fax number:               (646) 855-0107


<PAGE>

EXHIBIT A


FORM OF LEGEND FOR PRIVATE PLACEMENT MEMORANDUM AND NOTES


[NEITHER]* THE NOTES OFFERED HEREBY [NOR THE GUARANTEE THEREOF]* HAVE [NOT]**
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY
IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE,
THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN
OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER [, THE GUARANTOR, THE
GUARANTEE]* AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR" AND (2)(i) PURCHASING NOTES FOR ITS OWN
ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE
ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT
OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER
ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM
THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY
ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE
THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER [OR, IN RESPECT
OF GUARANTEED NOTES, THE GUARANTORS]* OR TO A PLACEMENT AGENT DESIGNATED BY THE
ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE "PLACEMENT
AGENTS"), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2)
THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR, OR A QIB, OR
(3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B)
IN MINIMUM AMOUNTS OF $250,000.


*  Insert in Legend for Guaranteed Notes.
** Insert in Legend for non-Guaranteed Notes.


<PAGE>


EXHIBIT B


FURTHER PROVISIONS RELATING TO INDEMNIFICATION


(a)  AXA agrees (in the case of Claims arising under Section 5.1(a)) and AXA and
     AXA Financial, jointly and severally, agree (in the case of Claims arising
     under Section 5.1(b)), to reimburse each Indemnitee for all expenses
     (including reasonable fees and disbursements of external counsel)
     reasonably promptly after receipt of reasonably detailed invoices
     (excluding any confidential information) from the Dealer for any legal or
     other expenses reasonably incurred by the Dealer in connection with
     investigating, preparing to defend or defending against or appearing as a
     third-party witness in connection with any such loss, claim, damage,
     liability or action in respect of which indemnification may be sought under
     Section 5 of the Agreement (whether or not it is a party to any such
     proceedings).


(b)  Promptly after receipt by an Indemnitee of notice of the existence of a
     Claim, such Indemnitee will, if a claim in respect thereof is to be made
     against an Issuer or, as the case may be, the Guarantor, notify such Issuer
     or, as the case may be, the Issuer and the Guarantor, in writing of the
     existence thereof; provided that (i) the failure to so notify the Issuer
     or, as the case may be, the Guarantor will not relieve it from any
     liability which it may have hereunder unless and except to the extent it
     did not otherwise learn of such Claim and such failure results in the
     forfeiture by it of substantial rights and defenses, and (ii) the failure
     to so notify the Issuer or, as the case may be, the Guarantor will not
     relieve it from liability which it may have to an Indemnitee otherwise than
     on account of this indemnity agreement. In case any such Claim is made
     against any Indemnitee and it notifies the Issuer or, as the case may be,
     the Guarantor of the existence thereof, the Issuer or, as the case may be,
     the Issuer and the Guarantor, will be entitled to participate therein, and
     to the extent that it may elect by written notice delivered to the
     Indemnitee, to assume the defense thereof, with counsel reasonably
     satisfactory to such Indemnitee; provided that if the defendants in any
     such Claim include both the Indemnitee and either the Issuer or the
     Guarantor or both, and the Indemnitee shall have concluded that there may
     be legal defenses available to it which are different from or additional to
     those available to the Issuer or, as the case may be, the Guarantor, the
     Issuer or the Issuer and the Guarantor, as the case may be, shall not have
     the right to direct the defense of such Claim on behalf of such Indemnitee,
     and the Indemnitee shall have the right to select separate counsel to
     assert such legal defenses on behalf of such Indemnitee. Upon receipt of
     notice from such Issuer or the Issuer and the Guarantor, as the case may
     be, to such Indemnitee of the election of the Issuer or, as the case may
     be, the Issuer and the Guarantor, to assume the defense of such Claim and
     approval by the Indemnitee of counsel, the Issuer or, as the case may be,
     the Issuer and the Guarantor, will not be liable to such Indemnitee for
     expenses incurred thereafter by the Indemnitee in connection with the
     defense thereof (other than reasonable costs of investigation) unless (i)
     the Indemnitee shall have employed separate counsel in connection with the
     assertion of legal defenses in accordance with the proviso to the next
     preceding sentence (it being understood, however, that neither the Issuer
     nor, as the case may be, the Guarantor, shall be liable for the expenses of
     more than one separate counsel (in addition to any local counsel in the
     jurisdiction in which any Claim is brought), approved by the Dealer,
     representing the Indemnitee who is party to such Claim), (ii) the Issuer
     or, as the case may be, the Issuer and the Guarantor, shall not have
     employed counsel reasonably satisfactory to the Indemnitee to represent the
     Indemnitee within a reasonable time after notice of existence of the Claim


<PAGE>


     or (iii) the Issuer or, as the case may be, the Guarantor has authorized in
     writing the employment of counsel for the Indemnitee. The indemnity,
     reimbursement and contribution obligations of such Issuer or, as the case
     may be, the Issuer and the Guarantor, hereunder shall be in addition to any
     other liability the Issuer or, as the case may be, the Guarantor may
     otherwise have to an Indemnitee and shall be binding upon and inure to the
     benefit of any successors, assigns, heirs and personal representatives of
     the Issuer, the Guarantor, as the case may be, and any Indemnitee. Each of
     such Issuer and, as the case may be, the Guarantor, agrees that without the
     Dealer's prior written consent, it will not settle, compromise or consent
     to the entry of any judgment in any Claim in respect of which
     indemnification may be sought under the indemnification provision of the
     Agreement (whether or not the Dealer or any other Indemnitee is an actual
     or potential party to such Claim), unless such settlement, compromise or
     consent (i) includes an unconditional release of each Indemnitee from all
     liability arising out of such Claim and (ii) does not include a statement
     as to or an admission of fault, culpability or failure to act, by or on
     behalf of any Indemnitee. Neither such Issuer nor, as the case may be, the
     Guarantor will be liable for any Claim which may result from any
     settlement, compromise or consent to the entry of a judgment of any Claim
     effected by the Dealer without its written consent (which consent will not
     be unreasonably withheld or delayed), but if settled with the consent of
     the Issuer or, as the case may be, the Guarantor, if there is a final
     judgment for the plaintiff in any such action, the Issuer or, as the case
     may be, the Guarantor agrees to indemnify and hold harmless any Indemnitee
     from and against any loss or liability by reason of such settlement or
     judgment.


<PAGE>


EXHIBIT C


STATEMENT OF TERMS FOR INTEREST - BEARING COMMERCIAL PAPER NOTES OF AXA AND
AXA FINANCIAL


THE PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE
TRANSACTION SPECIFIC [PRICING] [PRIVATE PLACEMENT MEMORANDUM] SUPPLEMENT (THE
"SUPPLEMENT") (IF ANY) SENT TO EACH PURCHASER AT THE TIME OF THE TRANSACTION.


     1. General. (a) The obligations of the Issuer to which these terms apply
     (each a "Note") are represented by one or more Master Notes (each, a
     "Master Note") issued in the name of (or of a nominee for) The Depository
     Trust Company ("DTC"), which Master Note includes the terms and provisions
     for the Issuer's Interest-Bearing Commercial Paper Notes that are set forth
     in this Statement of Terms, since this Statement of Terms constitutes an
     integral part of the Underlying Records as defined and referred to in the
     Master Note.


     (b) "Business Day" means any day other than a Saturday or Sunday that is
     neither a legal holiday nor a day on which banking institutions are
     authorized or required by law, executive order or regulation to be closed
     in New York City and, with respect to LIBOR Notes (as defined below) is
     also a London Business Day. "London Business Day" means a day, other than a
     Saturday or Sunday, on which dealings in deposits in U.S. dollars are
     transacted in the London interbank market.


     2. Interest. (a) Each Note will bear interest at a fixed rate (a "Fixed
     Rate Note") or at a floating rate (a "Floating Rate Note").


     (b) The Supplement sent to each holder of such Note will describe the
     following terms: (i) whether such Note is a Fixed Rate Note or a Floating
     Rate Note and whether such Note is an Original Issue Discount Note (as
     defined below); (ii) the date on which such Note will be issued (the "Issue
     Date"); (iii) the Stated Maturity Date (as defined below); (iv) if such
     Note is a Fixed Rate Note, the rate per annum at which such Note will bear
     interest, if any, and the Interest Payment Dates; (v) if such Note is a
     Floating Rate Note, the Base Rate, the Index Maturity, the Interest Reset
     Dates, the Interest Payment Dates and the Spread and/or Spread Multiplier,
     if any (all as defined below), and any other terms relating to the
     particular method of calculating the interest rate for such Note; and (vi)
     any other terms applicable specifically to such Note. "Original Issue
     Discount Note" means a Note which has a stated redemption price at the
     Stated Maturity Date that exceeds its Issue Price by more than a specified
     de minimis amount and which the Supplement indicates will be an "Original
     Issue Discount Note".


     (c) Each Fixed Rate Note will bear interest from its Issue Date at the rate
     per annum specified in the Supplement until the principal amount thereof is
     paid or made available for payment. Interest on each Fixed Rate Note will
     be payable on the dates specified in the Supplement (each an "Interest
     Payment Date" for a Fixed Rate Note) and on the Maturity Date (as defined
     below). Interest on Fixed Rate Notes will be computed on the basis of a
     360-day year of twelve 30-day months.


<PAGE>


     If any Interest Payment Date or the Maturity Date of a Fixed Rate Note
     falls on a day that is not a Business Day, the required payment of
     principal, premium, if any, and/or interest will be payable on the next
     succeeding Business Day, and no additional interest will accrue in respect
     of the payment made on that next succeeding Business Day.


     (d) The interest rate on each Floating Rate Note for each Interest Reset
     Period (as defined below) will be determined by reference to an interest
     rate basis (a "Base Rate") plus or minus a number of basis points (one
     basis point equals one-hundredth of a percentage point) (the "Spread"), if
     any, and/or multiplied by a certain percentage (the "Spread Multiplier"),
     if any, until the principal thereof is paid or made available for payment.
     The Supplement will designate which of the following Base Rates is
     applicable to the related Floating Rate Note: (a) the CD Rate (a "CD Rate
     Note"), (b) the Commercial Paper Rate (a "Commercial Paper Rate Note"), (c)
     the Federal Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR (a "LIBOR
     Note"), (e) the Prime Rate (a "Prime Rate Note"), (f) the Treasury Rate (a
     "Treasury Rate Note") or (g) such other Base Rate as may be specified in
     such Supplement.


     The rate of interest on each Floating Rate Note will be reset daily,
     weekly, monthly, quarterly or semi-annually (the "Interest Reset Period").
     The date or dates on which interest will be reset (each an "Interest Reset
     Date") will be, unless otherwise specified in the Supplement, in the case
     of Floating Rate Notes which reset daily, each Business Day, in the case of
     Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, the
     Wednesday of each week; in the case of Treasury Rate Notes that reset
     weekly, the Tuesday of each week; in the case of Floating Rate Notes that
     reset monthly, the third Wednesday of each month; in the case of Floating
     Rate Notes that reset quarterly, the third Wednesday of March, June,
     September and December; and in the case of Floating Rate Notes that reset
     semiannually, the third Wednesday of the two months specified in the
     Supplement. If any Interest Reset Date for any Floating Rate Note is not a
     Business Day, such Interest Reset Date will be postponed to the next day
     that is a Business Day, except that in the case of a LIBOR Note, if such
     Business Day is in the next succeeding calendar month, such Interest Reset
     Date shall be the immediately preceding Business Day. Interest on each
     Floating Rate Note will be payable monthly, quarterly or semiannually (the
     "Interest Payment Period") and on the Maturity Date. Unless otherwise
     specified in the Supplement, and except as provided below, the date or
     dates on which interest will be payable (each an "Interest Payment Date"
     for a Floating Rate Note) will be, in the case of Floating Rate Notes with
     a monthly Interest Payment Period, on the third Wednesday of each month; in
     the case of Floating Rate Notes with a quarterly Interest Payment Period,
     on the third Wednesday of March, June, September and December; and in the
     case of Floating Rate Notes with a semiannual Interest Payment Period, on
     the third Wednesday of the two months specified in the Supplement. In
     addition, the Maturity Date will also be an Interest Payment Date.


     If any Interest Payment Date for any Floating Rate Note (other than an
     Interest Payment Date occurring on the Maturity Date) would otherwise be a
     day that is not a Business Day, such Interest Payment Date shall be
     postponed to the next day that is a Business Day, except that in the case
     of a LIBOR Note, if such Business Day is in the next succeeding calendar
     month, such Interest Payment Date shall be the immediately preceding
     Business Day. If the Maturity Date of a Floating Rate Note falls on a day
     that is not a Business Day, the payment of principal and interest will be
     made on the next succeeding Business Day, and no interest on such payment
     shall accrue for the period from and after such maturity.


<PAGE>


     Interest payments on each Interest Payment Date for Floating Rate Notes
     will include accrued interest from and including the Issue Date or from and
     including the last date in respect of which interest has been paid, as the
     case may be, to, but excluding, such Interest Payment Date. On the Maturity
     Date, the interest payable on a Floating Rate Note will include interest
     accrued to, but excluding, the Maturity Date. Accrued interest will be
     calculated by multiplying the principal amount of a Floating Rate Note by
     an accrued interest factor. This accrued interest factor will be computed
     by adding the interest factors calculated for each day in the period for
     which accrued interest is being calculated. The interest factor (expressed
     as a decimal) for each such day will be computed by dividing the interest
     rate applicable to such day by 360, in the cases where the Base Rate is the
     CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, or
     by the actual number of days in the year, in the case where the Base Rate
     is the Treasury Rate. The interest rate in effect on each day will be (i)
     if such day is an Interest Reset Date, the interest rate with respect to
     the Interest Determination Date (as defined below) pertaining to such
     Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the
     interest rate with respect to the Interest Determination Date pertaining to
     the next preceding Interest Reset Date, subject in either case to any
     adjustment by a Spread and/or a Spread Multiplier.


     The "Interest Determination Date" where the Base Rate is the CD Rate or the
     Commercial Paper Rate will be the second Business Day next preceding an
     Interest Reset Date. The Interest Determination Date where the Base Rate is
     the Federal Funds Rate or the Prime Rate will be the Business Day next
     preceding an Interest Reset Date. The Interest Determination Date where the
     Base Rate is LIBOR will be the second London Business Day next preceding an
     Interest Reset Date. The Interest Determination Date where the Base Rate is
     the Treasury Rate will be the day of the week in which such Interest Reset
     Date falls when Treasury Bills are normally auctioned. Treasury Bills are
     normally sold at auction on Monday of each week, unless that day is a legal
     holiday, in which case the auction is held on the following Tuesday or the
     preceding Friday. If an auction is so held on the preceding Friday, such
     Friday will be the Interest Determination Date pertaining to the Interest
     Reset Date occurring in the next succeeding week.


     The "Index Maturity" is the period to maturity of the instrument or
     obligation from which the applicable Base Rate is calculated.


     The "Calculation Date," where applicable, shall be the earlier of (i) the
     tenth calendar day following the applicable Interest Determination Date or
     (ii) the Business Day preceding the applicable Interest Payment Date or
     Maturity Date.


     All times referred to herein reflect New York City time, unless otherwise
     specified.


     The Issuer shall specify in writing to the Issuing and Paying Agent which
     party will be the calculation agent (the "Calculation Agent") with respect
     to the Floating Rate Notes. The Calculation Agent will provide the interest
     rate then in effect and, if determined, the interest rate which will become
     effective on the next Interest Reset Date with respect to such Floating
     Rate Note to the Issuing and Paying Agent as soon as the interest rate with
     respect to such Floating Rate Note has been determined and as soon as
     practicable after any change in such interest rate.


<PAGE>


     All percentages resulting from any calculation on Floating Rate Notes will
     be rounded to the nearest one hundred-thousandth of a percentage point,
     with five-one millionths of a percentage point rounded upwards. For
     example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
     .0987655). All dollar amounts used in or resulting from any calculation on
     Floating Rate Notes will be rounded, in the case of U.S. dollars, to the
     nearest cent or, in the case of a foreign currency, to the nearest unit
     (with one-half cent or unit being rounded upwards).


CD Rate Notes


     "CD Rate" means the rate on any Interest Determination Date for negotiable
     certificates of deposit having the Index Maturity as published by the Board
     of Governors of the Federal Reserve System (the "FRB") in "Statistical
     Release H.15(519), Selected Interest Rates" or any successor publication of
     the FRB ("H.15(519)") under the heading "CDs (Secondary Market)".


     If the above rate is not published in H.15(519) by 3:00 p.m. on the
     Calculation Date, the CD Rate will be the rate on such Interest
     Determination Date set forth in the daily update of H.15(519), available
     through the world wide website of the FRB at
     http://www.federalreserve.gov/releases/h15/Update, or any successor site or
     publication or other recognized electronic source used for the purpose of
     displaying the applicable rate ("H.15 Daily Update") under the caption "CDs
     (Secondary Market)".


     If such rate is not published in either H.15(519) or H.15 Daily Update by
     3:00 p.m. on the Calculation Date, the Calculation Agent will determine the
     CD Rate to be the arithmetic mean of the secondary market offered rates as
     of 10:00 a.m. on such Interest Determination Date of three leading nonbank
     dealers in negotiable U.S. dollar certificates of deposit in New York City
     selected by the Calculation Agent for negotiable U.S. dollar certificates
     of deposit of major United States money center banks of the highest credit
     standing in the market for negotiable certificates of deposit with a
     remaining maturity closest to the Index Maturity in the denomination of
     $5,000,000.


     If the dealers selected by the Calculation Agent are not quoting as set
     forth above, the CD Rate will remain the CD Rate then in effect on such
     Interest Determination Date.


Commercial Paper Rate Notes


     "Commercial Paper Rate" means the Money Market Yield (calculated as
     described below) of the rate on any Interest Determination Date for
     commercial paper having the Index Maturity, as published in H.15(519) under
     the heading "Commercial Paper-Nonfinancial".


     If the above rate is not published in H.15(519) by 3:00 p.m. on the
     Calculation Date, then the Commercial Paper Rate will be the Money Market
     Yield of the rate on such Interest Determination Date for commercial paper
     of the Index Maturity as published in H.15 Daily Update under the heading
     "Commercial Paper-Nonfinancial".


     If by 3:00 p.m. on such Calculation Date such rate is not published in
     either H.15(519) or H.15 Daily Update, then the Calculation Agent will
     determine the Commercial Paper Rate to be the Money


<PAGE>


     Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.
     on such Interest Determination Date of three leading dealers of U.S. dollar
     commercial paper in New York City selected by the Calculation Agent for
     commercial paper of the Index Maturity placed for an industrial issuer
     whose bond rating is "AA," or the equivalent, from a nationally recognized
     statistical rating organization.


     If the dealers selected by the Calculation Agent are not quoting as
     mentioned above, the Commercial Paper Rate with respect to such Interest
     Determination Date will remain the Commercial Paper Rate then in effect on
     such Interest Determination Date.


     "Money Market Yield" will be a yield calculated in accordance with the
     following formula:


                                   D x 360
     Money Market Yield =    __________________ x 100
                                360 - (D x M)


     where "D" refers to the applicable per annum rate for commercial paper
     quoted on a bank discount basis and expressed as a decimal and "M" refers
     to the actual number of days in the interest period for which interest is
     being calculated.


Federal Funds Rate Notes


     "Federal Funds Rate" means the rate on any Interest Determination Date for
     federal funds as published in H.15(519) under the heading "Federal Funds
     (Effective)" and displayed on Reuters (or any successor service) on page
     FEDFUNDS1 (or any other page as may replace the specified page on that
     service) ("Reuters Page FEDFUNDS1") under the heading "EFFECT".


     If the above rate does not appear on Reuters Page FEDFUNDS1 or is not so
     published by 3:00 p.m. on the Calculation Date, the Federal Funds Rate will
     be the rate on such Interest Determination Date as published in H.15 Daily
     Update under the heading "Federal Funds/(Effective)".


     If such rate is not published as described above by 3:00 p.m. on the
     Calculation Date, the Calculation Agent will determine the Federal Funds
     Rate to be the arithmetic mean of the rates for the last transaction in
     overnight U.S. dollar federal funds arranged by each of three leading
     brokers of Federal Funds transactions in New York City selected by the
     Calculation Agent prior to 9:00 a.m. on such Interest Determination Date.


     If the brokers selected by the Calculation Agent are not quoting as
     mentioned above, the Federal Funds Rate will remain the Federal Funds Rate
     then in effect on such Interest Determination Date.


LIBOR Notes


     The London Interbank offered rate ("LIBOR") means, with respect to any
     Interest Determination Date, the rate for deposits in U.S. dollars having
     the Index Maturity that appears on the Designated LIBOR Page as of 11:00
     a.m. London time, on such Interest Determination Date.


<PAGE>


     If no rate appears, LIBOR will be determined on the basis of the rates at
     approximately 11:00 a.m., London time, on such Interest Determination Date
     at which deposits in U.S. dollars are offered to prime banks in the London
     interbank market by four major banks in such market selected by the
     Calculation Agent for a term equal to the Index Maturity and in principal
     amount equal to an amount that in the Calculation Agent's judgment is
     representative for a single transaction in U.S. dollars in such market at
     such time (a "Representative Amount"). The Calculation Agent will request
     the principal London office of each of such banks to provide a quotation of
     its rate. If at least two such quotations are provided, LIBOR will be the
     arithmetic mean of such quotations. If fewer than two quotations are
     provided, LIBOR for such interest period will be the arithmetic mean of the
     rates quoted at approximately 11:00 a.m., in New York City, on such
     Interest Determination Date by three major banks in New York City, selected
     by the Calculation Agent, for loans in U.S. dollars to leading European
     banks, for a term equal to the Index Maturity and in a Representative
     Amount; provided, however, that if fewer than three banks so selected by
     the Calculation Agent are providing such quotations, the then existing
     LIBOR rate will remain in effect for such Interest Payment Period.


     "Designated LIBOR Page" means Reuters Screen LIBOR01 (or such other screen
     as may replace such page on that service or such other service or services
     as may be nominated by the British Bankers' Association for the purposes of
     displaying London interbank offered rates for U.S. dollar deposits).


Prime Rate Notes


     "Prime Rate" means the rate on any Interest Determination Date as published
     in H.15(519) under the heading "Bank Prime Loan".


     If the above rate is not published in H.15(519) prior to 3:00 p.m. on the
     Calculation Date, then the Prime Rate will be the rate on such Interest
     Determination Date as published in H.15 Daily Update opposite the caption
     "Bank Prime Loan".


     If the rate is not published prior to 3:00 p.m. on the Calculation Date in
     either H.15(519) or H.15 Daily Update, then the Calculation Agent will
     determine the Prime Rate to be the arithmetic mean of the rates of interest
     publicly announced by each bank that appears on the Reuters Screen US
     PRIME1 Page (as defined below) as such bank's prime rate or base lending
     rate as of 11:00 a.m. on that Interest Determination Date.


     If fewer than four such rates referred to above are so published by 3:00
     p.m. on the Calculation Date, the Calculation Agent will determine the
     Prime Rate to be the arithmetic mean of the prime rates or base lending
     rates quoted on the basis of the actual number of days in the year divided
     by 360 as of the close of business on such Interest Determination Date by
     three major banks in New York City selected by the Calculation Agent.


     If the banks selected are not quoting as mentioned above, the Prime Rate
     will remain the Prime Rate in effect on such Interest Determination Date.


     "Reuters Screen US PRIME1 Page" means the display designated as page "US
     PRIME1" on the Reuters Monitor Money Rates Service (or such other page as
     may replace the US PRIME1 page on


<PAGE>


     that service for the purpose of displaying prime rates or base lending
     rates of major United States banks).


Treasury Rate Notes


"Treasury Rate" means:


     (1) the rate from the auction held on the Interest Determination Date (the
     "Auction") of direct obligations of the United States ("Treasury Bills")
     having the Index Maturity specified in the Supplement under the caption
     "INVEST RATE" on the display on Reuters (or any successor service) on page
     USAUCTION10 (or any other page as may replace that page on that service)
     ("Reuters Page USAUCTION10") or page USAUCTION11 (or any other page as may
     replace that page on that service) ("Reuters Page USAUCTION11"), or


     (2) if the rate referred to in clause (1) is not so published by 3:00 p.m.
     on the related Calculation Date, the Bond Equivalent Yield (as defined
     below) of the rate for the applicable Treasury Bills as published in H.15
     Daily Update, under the caption "U.S. Government Securities/Treasury
     Bills/Auction High", or


     (3) if the rate referred to in clause (2) is not so published by 3:00 p.m.
     on the related Calculation Date, the Bond Equivalent Yield of the auction
     rate of the applicable Treasury Bills as announced by the United States
     Department of the Treasury, or


     (4) if the rate referred to in clause (3) is not so announced by the United
     States Department of the Treasury, or if the Auction is not held, the Bond
     Equivalent Yield of the rate on the particular Interest Determination Date
     of the applicable Treasury Bills as published in H.15(519) under the
     caption "U.S. Government Securities/Treasury Bills/Secondary Market", or


     (5) if the rate referred to in clause (4) not so published by 3:00 p.m. on
     the related Calculation Date, the rate on the particular Interest
     Determination Date of the applicable Treasury Bills as published in H.15
     Daily Update, under the caption "U.S. Government Securities/Treasury
     Bills/Secondary Market", or


     (6) if the rate referred to in clause (5) is not so published by 3:00 p.m.
     on the related Calculation Date, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent as the Bond
     Equivalent Yield of the arithmetic mean of the secondary market bid rates,
     as of approximately 3:30 p.m. on that Interest Determination Date, of three
     primary United States government securities dealers selected by the
     Calculation Agent for the issue of Treasury Bills with a remaining maturity
     closest to the Index Maturity specified in the Supplement, or


     (7) if the dealers so selected by the Calculation Agent are not quoting as
     mentioned in clause (6), the Treasury Rate in effect on the particular
     Interest Determination Date.


"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:


<PAGE>


                             D x N
Bond Equivalent Yield = ________________ x 100
                          360 - (D x M)


where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.


     3.  Final Maturity. The Stated Maturity Date for any Note will be the date
         so specified in the Supplement, which shall be no later than 397 days
         from the date of issuance. On its Stated Maturity Date, or any date
         prior to the Stated Maturity Date on which the particular Note becomes
         due and payable by the declaration of acceleration, each such date
         being referred to as a Maturity Date, the principal amount of each
         Note, together with accrued and unpaid interest thereon, will be
         immediately due and payable.


     4.  Events of Default. The occurrence of any of the following shall
         constitute an "Event of Default" with respect to a Note: (i) default
         for 15 days in any payment of principal or interest on such Note
         (including on a redemption thereof); (ii) the Issuer or, in the case of
         a Guaranteed Note, the Guarantor, applies for, or is subject to, the
         appointment of a mandataire ad hoc under French bankruptcy law or makes
         any proposal for a general moratorium in relation to its debt or enters
         into an amicable procedure (procedure de conciliation) with its
         creditors or a judgment is rendered for its judicial liquidation
         (liquidation judiciaire) or for a judicial transfer of the whole of the
         business (cession totale de l'entreprise) of the Issuer or, in the case
         of a Guaranteed Note, the Guarantor, or to the extent permitted by
         applicable law, if the Issuer or, in the case of a Guaranteed Note, the
         Guarantor, makes any conveyance, assignment or other arrangement for
         the benefit of its creditors generally or if the Issuer or, in the case
         of a Guaranteed Note, the Guarantor, is subject to any other insolvency
         or bankruptcy proceedings, or if the Issuer or, in the case of a
         Guaranteed Note, the Guarantor, is wound up or dissolved except in
         connection with a merger where the entity resulting from such merger
         assumes all the obligations of the Issuer under the Notes; Upon the
         occurrence of an Event of Default, the principal of each obligation
         evidenced by such Note (together with interest accrued and unpaid
         thereon) shall become, without any notice or demand, immediately due
         and payable.


     5.  Obligation Absolute. No provision of the Issuing and Paying Agency
         Agreement under which the Notes are issued shall alter or impair the
         obligation of the Issuer, which is absolute and unconditional, to pay
         the principal of and interest on each Note at the times, place and
         rate, and in the coin or currency, herein prescribed.


     6.  Supplement. Any term contained in the Supplement shall supersede any
         conflicting term contained herein.



<PAGE>



EXHIBIT D

FORM OF GUARANTEE

                                    GUARANTEE

GUARANTEE, dated as of __________, ____, of AXA SA, a societe anonyme a
directoire et conseil de surveillance organized under the laws of France (the
"Guarantor").

The Guarantor, for value received, hereby agrees as follows for the benefit of
the holders from time to time of the Notes hereinafter described:

         1.      The Guarantor irrevocably guarantees payment in full, as and
                 when the same becomes due and payable, of the principal of and
                 interest, if any, on the promissory notes (the "Notes") issued
                 by AXA Financial, Inc., a Delaware corporation and a
                 wholly-owned subsidiary of the Guarantor (the "Issuer"), from
                 time to time pursuant to the Issuing and Paying Agency
                 Agreement, dated as of __________, ____, as the same may be
                 amended, supplemented or modified from time to time, between
                 the Issuer , the Guarantor, and JPMorgan Chase Bank, National
                 Association (the "Agreement").

         2.      The Guarantor's obligations under this Guarantee shall be
                 unconditional, irrespective of the validity or enforceability
                 of any provision of the Agreement or the Notes.

         3.      This Guarantee is a guaranty of the due and punctual payment
                 (and not merely of collection) of the principal of and
                 interest, if any, on the Notes by the Issuer and shall remain
                 in full force and effect until all amounts have been validly,
                 finally and irrevocably paid in full, and shall not be affected
                 in any way by any circumstance or condition whatsoever,
                 including without limitation (a) the absence of any action to
                 obtain such amounts from the Issuer, (b) any variation,
                 extension, waiver, compromise or release of any or all of the
                 obligations of the Issuer under the Agreement or the Notes or
                 of any collateral security therefore or (c) any change in the
                 existence or structure of, or the bankruptcy or insolvency of,
                 the Issuer or by any other circumstance (other than by
                 complete, irrevocable payment) that might otherwise constitute
                 a legal or equitable discharge or defense of a guarantor or
                 surety. The Guarantor waives all requirements as to diligence,
                 presentment, demand for payment, protest and notice of any kind
                 with respect to the Agreement and the Notes.

         4.      In the event of a default in payment of principal of or
                 interest on any Notes, the holders of such Notes, may institute
                 legal proceedings directly against the Guarantor to enforce
                 this Guarantee without first proceeding against the Issuer.

         5.      This Guarantee shall remain in full force and effect or shall
                 be reinstated (as the case may be) if at any time any payment
                 by the Issuer of the principal of or interest, if any, on the
                 Notes, in whole or in part, is rescinded or must otherwise be
                 returned by the holder upon the insolvency, bankruptcy or
                 reorganization of the Issuer or otherwise, all as though such
                 payment had not been made.

         6.      This Guarantee shall be governed by and construed in accordance
                 with the laws of the State of New York.


<PAGE>


         7.      (a) The Guarantor hereby irrevocably accepts and submits to the
                 non-exclusive jurisdiction of the United States federal courts
                 located in the Borough of Manhattan and the courts of the State
                 of New York located in the Borough of Manhattan.

                 (b) The Guarantor hereby irrevocably designates, appoints and
                 empowers AXA Financial, Inc, with offices at 1290 Avenue of the
                 Americas, New York, New York, 10104, as its designee, appointee
                 and agent to receive, accept and acknowledge for and on its
                 behalf, and its properties, assets and revenues, service for
                 any and all legal process, summons, notices and documents which
                 may be served in any such action, suit or proceeding brought in
                 the courts listed in Section 7(a) which may be made on such
                 designee, appointee and agent in accordance with legal
                 procedures prescribed for such courts, with respect to any
                 suit, action or proceeding in connection with or arising out of
                 this Guarantee. If for any reason such designee, appointee and
                 agent hereunder shall cease to be available to act as such, the
                 Guarantor agrees to designate a new designee, appointee and
                 agent in the City of New York on the terms and for the purposes
                 of this Section 7. The Guarantor further hereby irrevocably
                 consents and agrees to the service of any and all legal
                 process, summons, notices and documents out of any of the
                 aforesaid courts in any such action, suit or proceeding by
                 serving a copy thereof upon the agent for service of process
                 referred to in this Section 7 (whether or not the appointment
                 of such agent shall for any reason prove to be ineffective or
                 such agent shall accept or acknowledge such service) or by
                 mailing copies thereof by registered or certified airmail,
                 postage prepaid, to it at its address specified in or
                 designated pursuant to this Guarantee. The Guarantor agrees
                 that the failure of any such designee, appointee and agent to
                 give any notice of such service to it shall not impair or
                 affect in any way the validity of such service or any judgment
                 rendered in any action or proceeding based thereon. Nothing
                 herein shall in any way be deemed to limit the ability of the
                 holders of any Notes to serve any such legal process, summons,
                 notices and documents in any other manner permitted by
                 applicable law or to obtain jurisdiction over the undersigned
                 or bring actions, suits or proceedings against the undersigned
                 in such other jurisdictions, and in such other manner, as may
                 be permitted by applicable law. The Guarantor hereby
                 irrevocably and unconditionally waives any objection which it
                 may now or hereafter have to the laying of venue of any of the
                 aforesaid actions, suits or proceedings arising out of or in
                 connection with this Guarantee brought in the courts listed in
                 Section 7(a) and hereby further irrevocably and unconditionally
                 waives and agrees not to plead or claim in any such court that
                 any such action, suit or proceeding brought in any such court
                 has been brought in an inconvenient forum.

         8.      Any payments under this Guarantee shall be in United States
                 dollars and shall be made without withholding for or deduction
                 of any taxes or duties imposed or levied by or on behalf of
                 France or any political subdivision or any authority thereof or
                 therein having the power to tax. If French law should require
                 that payments under this Guarantee be subject to deduction or
                 withholding in respect of any taxes or duties whatsoever, the
                 Guarantor will, to the fullest extent then permitted by law,
                 pay such additional amounts as shall result in receipt by the
                 persons entitled to such payment of such amounts as would have
                 been received by them had no such withholding or deduction been
                 required, provided that the Guarantor shall not be required to
                 pay any such additional amount on account of any tax that would
                 not have been so imposed but for the existence of any present
                 or former 0 personal or business connection between the person
                 entitled to such payment and France other than the mere receipt
                 of such payment or the ownership or holding of Notes.

         9.      The Guarantor agrees to indemnify each holder from time to time
                 of Notes against any loss incurred by such holder as a result
                 of any judgment or order being given or made for any


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                 amount due hereunder or thereunder and such judgment or order
                 being expressed and paid in a currency (the "Judgment
                 Currency") other than United States dollars and as a result of
                 any variation as between (i) the rate of exchange at which the
                 United States dollar amount is converted into the Judgment
                 Currency for the purpose of such judgment or order, and (ii)
                 the rate of exchange at which such holder is able to purchase
                 United States dollars with the amount of Judgment Currency
                 actually received by such holder. The foregoing indemnity shall
                 constitute a separate and independent obligation of the
                 Guarantor and shall continue in full force and effect
                 notwithstanding any such judgment or order as aforesaid. The
                 term "rate of exchange" shall include any reasonable premiums
                 and costs of exchange payable in connection with the purchase
                 of, or conversion into, the relevant currency.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed
as of the day and year first above written.




                                                                         AXA SA
                                      By: --------------------------------------


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Exhibit E-1

FORM OF OPINION OF U.S. COUNSEL TO THE ISSUERS AND, IN THE CASE OF GUARANTEED
NOTES, THE GUARANTOR


<PAGE>


EXHIBIT E-2

FORM OF OPINION OF FRENCH COUNSEL TO AXA


<PAGE>


EXHIBIT E-3

FORM OF OPINION OF THE GENERAL COUNSEL OF AXA


<PAGE>


EXHIBIT E-4

FORM OF OPINION OF THE DEPUTY GENERAL COUNSEL OF AXA FINANCIAL