THE AXA STOCK OPTION PLAN FOR AXA FINANCIAL
                            EMPLOYEES AND ASSOCIATES

                                   SECTION 1.

                                     PURPOSE

         The purpose of THE AXA STOCK OPTION PLAN FOR AXA FINANCIAL EMPLOYEES
AND ASSOCIATES (the "Plan") is to foster and promote the long-term financial
success of AXA Financial, Inc. and materially increase shareholder value by

         (a)   motivating superior performance by means of performance-related
               incentives,

         (b)   encouraging and providing for the acquisition of an ownership
               interest in AXA by Employees and

         (c)   enabling the Company to attract and retain the services of an
               outstanding management team upon whose judgment, interest and
               special effort the successful conduct of its operations is
               largely dependent.


                                   SECTION 2.

                                   DEFINITIONS

               2.1  Definitions.  Whenever used herein, the following terms
shall have the respective meanings set forth below:

               (a) "Act" means the Securities Exchange Act of 1934, as amended.

               (b) "AXA" means AXA, a societe anonyme organized under the laws
of the Republic of France, registered in the Commercial Registry of Paris under
the number 572.093.920 RCS Paris.

               (c) "AXA Affiliate" means AXA and each corporation, partnership
or other legal entity in which AXA owns or controls, directly or indirectly, 50%
or more of the total combined voting power of all classes of stock of such
corporation or of the capital interest or profits interest of such
partnership or other legal entity.

               (d) "AXA ADR" means an American depositary share of AXA, as
evidenced by an American depositary receipt issued in accordance with the
amended and restated Deposit Agreement dated as of April 27, 2001, and as it may
be amended from time to time, among AXA, The Bank of New York and all owners
from time to time of AXA ADRs, representing an AXA Ordinary Share.

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               (e) "AXA Ordinary Share" means an ordinary share of AXA, nominal
value euro 2.29 per share,  traded on Euronext Paris SA.

               (f) "Board" means the Board of Directors of the Company.

               (g) "Cause" means (i) the willful failure by the Participant
(other than due to physical or mental illness) to perform substantially his
duties as an Employee of any AXA Affiliate after reasonable notice to the
Participant of such failure, (ii) the Participant's engaging in serious
misconduct that is injurious to any AXA Affiliate, (iii) the Participant's
having been convicted of, or entered a plea of nolo contendere to, a crime that
constitutes a felony or (iv) the breach by the Participant of any written
covenant or agreement with any AXA Affiliate not to disclose any information
pertaining to any AXA Affiliate or not to compete or interfere with any AXA
Affiliate.

               (h) "Change in Control" means the occurrence of (i) a change
in the ownership of the Company such that AXA Affiliates shall own less than 50%
of the total voting power of the Company's then outstanding equity securities;
or (ii) a sale of all or substantially all of the Company's assets to a third
party that is not an AXA Affiliate.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur in the event (i) of a merger or other business combination of the Company
with or into another entity that is an AXA Affiliate or (ii) the Company files
for bankruptcy, liquidation or reorganization.

               (i) "Code" means the Internal Revenue Code of 1986, as amended.

               (j) "Committee" means the Organization and Compensation
Committee of the Board, or a successor Committee, as constituted from time to
time.

               (k) "Company" means AXA FINANCIAL, INC., a Delaware corporation,
and any successor thereto.

               (l) "Company Affiliate" means the Company and each corporation,
partnership or other legal entity in which the Company owns or controls,
directly or indirectly, 50% or more of the total combined voting power of all
classes of stock of such corporation or of the capital interest or profits
interest of such partnership or other legal entity.

               (m) "Employee" means any individual who is classified by a
Company Affiliate as a full or part-time common-law employee of such Company
Affiliate. This shall include persons who are (a) classified by any Company
Affiliate as a "full-time life insurance salesman" of any Company Affiliate for
purposes of the Federal Insurance

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Contributions Act, and (b) under an insurance sales agent's agreement with any
Company Affiliate. For purposes of this subsection, an individual's
classification by any Company Affiliate shall govern, and any reclassification
of the individual by any other party or authority shall be disregarded. Except
as provided in Section 5.8 for certain Terminal Leaves of Absence, an Employee
continues to be in the employ of the Company for purposes of the Plan while on a
Company approved leave of absence or while receiving short-term or long-term
disability benefits under any disability plan maintained by any Company
Affiliate in which the Participant participates.

               (n) "Job Elimination" means the elimination of a Participant's
job whereby the Participant is eligible to receive benefits under any severance
plan maintained by any AXA Affiliate in which the Participant participates.

               (o) "Management Board" means the Management Board (directoire) of
AXA.

               (p) "Option" means the right to subscribe to newly issued shares
of Stock at a stated price for a specified period of time.

               (q) "Option Agreement" shall have the meaning as set forth under
paragraph 5.1 below.

               (r) "Option Exercise Price" shall have the meaning as set forth
under paragraph 5.1 below.

               (s) "Participant" means any person holding an Option under the
Plan.

               (t) "Retirement" means termination of a Participant's employment
on or after the normal retirement date or on or after any early retirement date
established under any retirement plan maintained by any Company Affiliate in
which the Participant participates. For purposes of the Plan, a Participant
terminates service on account of Retirement if, as of the last date the
Participant is considered an Employee or an employee of any AXA Affiliate that
is not a Company Affiliate under the Plan, the Participant actually retires
under the retirement plan maintained by any Company Affiliate in which the
Participant participates.

               (u) "Stock" or "Share" means an AXA ordinary share.

               (v) "Terminal Leave of Absence" means any Company approved leave
of absence from which there is no reasonable expectation that the Employee will
return to active service with the employer.

               (w) "Termination of Employment" shall occur when a person ceases
to be an Employee or an employee of an AXA Affiliate that is not a Company
Affiliate, other than pursuant to Section 5.5 or 5.6. In the case of a person
who is concurrently an

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employee of one or more AXA Affiliates, "Termination of Employment" shall be
deemed to occur only when such person ceases to be an employee of all such AXA
Affiliates. Notwithstanding the foregoing, in the case of a person who ceases to
be an employee of an AXA Affiliate but has at such time been offered to be and
is becoming an employee of another AXA Affiliate, no Termination of Employment
shall be deemed to occur.

               2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


                                   SECTION 3.

                             POWERS OF THE COMMITTEE

               3.1 Approval of the Plan. The Plan (and/or a summary of the
principal terms and conditions thereof) shall be submitted to the Remuneration
Committee of AXA's Supervisory Board for review and to AXA's Supervisory Board
for review and approval. AXA's Management Board shall have the power, in
accordance with applicable law, to make grants of Options under the Plan and,
generally, to administer and carry out the implementation of the Plan.

               3.2. Recommendations and Grants. The Committee shall from time
to time submit to the Management Board recommendations with respect to Option
grants to Employees including the proposed amount of such grants. The Management
Board shall review the recommendations of the Committee and shall, in its
discretion, approve such grants of Options as it deems appropriate taking into
account the recommendations of the Committee. The Committee may also recommend
and the Management Board may adopt different terms and conditions for different
Employees and, for the same Employees, for each Option such Employees may
receive, whether or not granted at different times.

               3.3 Administration. The Committee shall be charged with the
administration of the Plan, including, construing and interpreting the Plan and
any individual Option Agreement under the Plan, and ensuring adherence with
applicable securities laws in the United States, in each case in a manner that
is consistent with the terms and conditions of the Plan and such Option
Agreement. This power is vested in the Committee by delegation of authority from
the Management Board, and is subject to any limitations that may be placed on
the scope of such delegation under applicable law.

               Any decision or action taken or to be taken by the Committee
pursuant to this delegation, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan or any
Option Agreement and of its respective terms and conditions, shall, to the
maximum extent permitted by applicable law, be conclusive and binding upon the
Company, all Participants and any person claiming under or through any
Participant.


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               The Committee shall also make recommendations to the
Management Board with respect to establishing and amending the terms and
conditions of the Plan as it may deem necessary or desirable for the proper
administration of the Plan.

               Any decision or action taken or to be taken by the Management
Board arising out of or in connection with the construction, administration,
interpretation and effect of the Plan or any Option Agreement and of its
respective terms and conditions, shall, to the maximum extent permitted by
applicable law, be within its absolute discretion (except as otherwise
specifically provided herein) and shall be conclusive and binding upon the
Company, all Participants and any person claiming under or through any
Participant.


                                    SECTION 4

                              STOCK SUBJECT TO PLAN


               4.1 Settlement. Any Options granted hereunder shall, upon
exercise in accordance with terms hereof, entitle the Participant to receive
shares of Stock.

               The Participant may elect, at the time of exercise, to take
delivery of such Stock in the form of AXA ADRs. In such case, upon receipt of
the Option Exercise Price by AXA, the shares of Stock due to such Participant as
a result of exercise shall be delivered by AXA on such Participant's behalf to
The Bank of New York, the American Depositary, or its nominee, to be deposited
against issuance to the Participant of AXA ADRs on a one-for-one basis (or at
such other share-for-ADR ratio as may be specified in the Deposit Agreement at
such time).

               4.2 Adjustment in Capitalization. If, during the life of the
Options, AXA carries out any of the transactions enumerated below that affect
the capitalization of AXA, such measures as the Management Board deems necessary
or appropriate will be taken to ensure that the consequences of such transaction
are reflected in this Plan to preserve, or to prevent enlargement of, the
benefits or potential benefits made available under this Plan.

               In order to achieve this and in accordance with Article 225-181
of the French Commercial Code and any further amendments thereto, or any future
additional mandatory French regulation, the maintenance of the Participants'
rights will be protected by adjusting the Option Exercise Price and/or the
number of underlying Shares corresponding to the Options granted to each
Participant.

               The types of transactions concerned include the following:


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               a)  Issuance of securities and/or Shares with a preferential
                   subscription right offered to the shareholders;

               b)  Capital increase by incorporation of reserves, profits or
                   premiums with a bonus issue of shares fully paid up, as well
                   as in case of either a split or a regrouping of the shares
                   forming the capital,

               c)  Distribution of reserves in cash or in equity;

               d)  Reduction of the share capital attributable to losses;

               e)  Purchase by AXA of its own Shares; and

               f)  Such other transactions as shall be recognized under French
                   law from time to time as requiring or permitting adjustment
                   of the terms of the Options.

               Adjustments to the terms and conditions of the Options shall be
made by and in the full discretion of the Management Board in accordance with
applicable laws and regulations.

               To the extent that transactions affecting the capitalization
of AXA occur and do not result in adjustment being made pursuant to the
foregoing because adjustment would not be permitted as a matter of French law,
the Management Board and the Committee may consider implementing such other
measures outside the scope of the Plan as they may deem necessary or appropriate
to ensure that the consequences of such transaction are reflected in the
benefits or potential benefits made available to the Participants.

                  Notwithstanding anything herein to the contrary, no adjustment
to an Option under this Section 4.2 shall be made if it will result in the grant
of a new Option under Code Section 409A and any cash payment for an Option that
was not earned and vested prior to 2005 within the meaning of Code Section 409A
and the regulations thereunder shall not be greater than the excess of the fair
market value of the underlying share(s) of Stock on the date of purchase (as
determined in accordance with Code Section 409A and the regulations thereunder)
over the Option's exercise price.


                                   SECTION 5.

                                  OPTION TERMS

               5.1 Grant of Options. Except as otherwise determined by the
Management Board, Options may be granted to Employees on a quarterly basis upon
recommendation of the Committee. The Committee shall have complete discretion in
recommending and the Management Board shall have complete discretion in
determining the number and terms and conditions of Options, if any, to be
granted to an Employee. No Options under this Plan shall be granted to persons
who, at the time of grant, are French residents for French tax and social
security purposes.


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               Each Option grant shall be evidenced by a written agreement
(an "Option Agreement") between the Participant and AXA specifying the number of
Options awarded, the number of shares of Stock to be acquired upon exercise of
each Option, the exercise price of each Option determined in accordance with
Section 5.2 below (the "Option Exercise Price), the duration of the Option and
such other terms and conditions as may be approved by the Management Board in
the grant.

               5.2 Option Exercise Price. Options shall be granted after the
close of trading on Euronext Paris on any given day. Options granted pursuant to
the Plan shall have an exercise price in euro which is not less than the average
of the closing prices of the Share quoted on Euronext Paris over the 20 trading
days immediately preceding the date the Option is granted.

               5.3 Exercise of Options. Options awarded under the Plan shall
be exercisable at such times and shall be subject to such restrictions and
conditions including the performance of a minimum period of service or the
satisfaction of performance goals, as shall be contained in this Plan or
specified in the terms of grant set forth in the Option Agreement provided that
no Option shall be exercisable for more than 10 years after the date on which it
is granted.

               5.4 Payment. Payment of the option price shall be made in cash
in euro to AXA. The Committee may from time to time enter into or make available
arrangements whereby such payment to AXA is made by a third party on behalf of
the Participant in exchange for the payment by the Participant of cash U.S.
dollars or other consideration, in each case having a value equivalent to the
euro-denominated Option Exercise Price. Such arrangements implemented by the
Committee may include an arrangement with a broker whereby payment is made by
the broker and the broker executes a corresponding sale of Stock to cover such
payment. All such arrangements shall be subject to the U.S. Sarbanes Oxley Act
of 2002, the Exchange Act and other applicable laws.

               5.5 Termination of Employment Due to Retirement. In the event
a Participant's employment terminates by reason of Retirement, the Participant
shall be treated as though he continued in the employ of the Company for
purposes of determining the extent to which the Participant may exercise any
portion of such Options which is not exercisable at the date of such Retirement.
Any Options granted to such Participant which are exercisable at the date of his
Retirement or that thereafter become exercisable by reason of the operation of
the immediately preceding sentence may be exercised at any time prior to the
expiration of the term of the Options. Notwithstanding the foregoing, in the
event that a Participant who terminates employment by reason of Retirement shall
(i) induce any Participant to leave the employ of any AXA Affiliate, (ii)
solicit the employment of any Participant on his own behalf or on behalf of any
other business enterprise; (iii) use for his personal benefit, or disclose,
communicate or divulge to, or use for any person other than an AXA Affiliate,
any confidential information that had been made known to Participant or learned
or acquired by Participant while in the employ of


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any AXA Affiliate, unless such information has become public other than by
Participant's actions or such disclosure is compelled under a subpoena from a
court or administrative body having jurisdiction in the matter; or (iv)
otherwise act in a manner that is substantially detrimental to the business or
reputation of any AXA Affiliate, all Options granted to such Participant which
are then still outstanding shall be forfeited and may no longer be exercised
(whether or not then otherwise exercisable) and AXA shall not be obligated to
honor any purported exercise of any such Option that has not been effected,
regardless of whether payment has been tendered prior to the occurrence of any
such act or the time at which AXA has knowledge thereof. The Committee may, on a
case by case basis, recommend to the Management Board that the operation of this
Section be modified or suspended and the Management Board may affect any
modification or suspension.

               5.6 Termination of Employment Due to Death. In the event a
Participant's employment terminates by reason of death, all Options then held by
such Participant (whether or not then otherwise exercisable) shall be
exercisable in full and the Participant's designated beneficiary (or if none is
named, the person identified in accordance with Section 8.2) may exercise all
such Options at any time within six months of the Participant's death or, if
earlier, until the expiration of the term of the Options. The Committee may, on
a case by case basis, recommend to the Management Board that the operation of
this Section be modified or suspended and the Management Board may affect any
modification or suspension.

               5.7 Termination of Employment for Any Other Reason. In the
event of a Termination of Employment of the Participant for any reason other
than one described in Section 5.5 or 5.6, any Options granted to such
Participant which are exercisable at the date of the Participant's termination
of employment shall be exercisable at any time prior to the earlier of the
expiration of the term of the Options or the thirtieth day following the
Participant's Termination of Employment; provided that, if a Participant's
employment (i) is terminated for Cause by any AXA Affiliate or (ii) is
terminated voluntarily by the Participant other than by Retirement, all Options
granted to such Participant which are then outstanding shall be immediately no
longer exercisable and forfeited as of the date of termination (whether or not
then exercisable). The preceding sentence shall apply regardless of whether the
Participant is eligible to retire as of the date of termination for Cause. The
Committee may, on a case by case basis, recommend to the Management Board that
the operation of this Section be modified or suspended and the Management Board
may affect any modification or suspension.

               5.8 Job Elimination. In the event a Participant's employment
is terminated by Job Elimination, the Participant shall be treated as though he
continued in the employ of the Company for purposes of the Plan during his (i)
notice period, (ii) unused vacation period and (iii) job elimination severance
period. Participants whose employment is terminated by Job Elimination are
deemed to terminate employment as of the last day of the latest to occur of the
foregoing periods, unless their employment terminates earlier on account of
Retirement, death or Cause or a Terminal Leave of


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Absence is used to bridge to Retirement directly from employment. An Employee
who utilizes a Terminal Leave of Absence to bridge to Retirement directly from
employment shall be treated as though he continued in the employ of the Company
during the Terminal Leave of Absence for purposes of the Plan and, thereafter,
shall be treated as terminating his/her employment by reason of Retirement in
accordance with Section 5.5. A Participant on a Terminal Leave of Absence other
than a Participant eligible to retire directly from service upon expiration of
the Terminal Leave of Absence is deemed to terminate employment for purposes of
the Plan as of the last day prior to the commencement of the Terminal Leave of
Absence.


                                   SECTION 6.

                                CHANGE IN CONTROL

               In the event of a Change in Control, each Option shall become
fully exercisable for the term of the Option, regardless of the exercise
schedule otherwise applicable to such Option.


                                   SECTION 7.

                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

               The Management Board at any time may terminate or suspend the
Plan, and from time to time may amend or modify the Plan or the terms and
conditions of any Option, except that no amendment, modification, or termination
of the Plan or the terms and conditions of any Option shall in any manner
adversely affect any Option theretofore granted under the Plan without the
consent of the Participant.


                                   SECTION 8.

                            MISCELLANEOUS PROVISIONS

               8.1 Nontransferability of Options. Except as may be permitted
by French law and the Management Board, no Option shall be assignable or
transferable and except to the extent required by law, no right or interest of
any Participant shall be subject to any lien, obligation or liability of the
Participant. All rights with respect to Options granted to a Participant under
the Plan shall be exercisable during his lifetime only by such Participant.

               8.2 Beneficiary Designation. Each Participant under the Plan
may from time to time name any beneficiary or beneficiaries (who may be named or
successively) to whom, in case of his death, any benefit under the Plan is to be
paid or by whom any right under the Plan is to be exercised. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during


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his lifetime. In the absence of any such designation, benefits remaining unpaid
at the Participant's death shall be paid to or exercised by the Participant's
surviving spouse, if any, or otherwise to or by his estate.

               8.3 No Guarantee of Employment or Participation. Nothing in
the Plan shall interfere with or limit in any way the right of any AXA Affiliate
to terminate any Participant's employment at any time, nor to confer upon any
Participant any right to continue in the employ of any AXA Affiliate. No
Employee shall have a right to be selected as a Participant, or, having been so
selected, to receive any future Options.

               8.4 Tax Withholding. Any AXA Affiliate shall have the right to
deduct from all amounts paid to a Participant in cash (whether under this Plan
or otherwise) any taxes required by law to be withheld in respect of Options
under this Plan. No Shares shall be delivered unless and until arrangements
satisfactory to the Committee shall have been made to satisfy any withholding
tax obligations applicable with respect to such Option. Without limiting the
generality of the foregoing, any AXA Affiliate shall have the right to retain,
or the Committee may, subject to such terms and conditions as it may establish
from time to time, permit Participants to elect to tender, stock (including
stock issuable in respect of an Option) to satisfy, in whole or in part, the
amount required to be withheld.

               8.5 Compliance with Legal and Exchange Requirements. The Plan,
the granting and exercising of Options thereunder, and the other obligations of
the Company under the Plan, shall be subject to all applicable French, US
Federal and State laws, rules, and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Management Board, in
its discretion, may postpone the granting and exercising of Options, the
issuance or delivery of stock under any Option or any other action permitted
under the Plan to permit AXA or any AXA Affiliate, as the case may be, with
reasonable diligence, to complete such stock exchange listing or registration or
qualification of such stock or other required action under any French, US
Federal or State law, rule, or regulation and may require any Participant to
make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of stock in compliance
with applicable laws, rules, and regulations. Under the authority delegated by
it to administer the Plan, the Committee may from time to time suspend the
exercise of Options by any Participant to the extent and for so long as it
considers in its discretion that such Participant is in possession of material,
non-public information regarding any AXA Affiliate. Neither AXA nor the Company
shall be obligated by virtue of any provision of the Plan to recognize the
exercise of any Option or to otherwise sell or issue stock in violation of any
such laws, rules, or regulations; and any postponement of the exercise or
settlement of any Option under this provision shall not extend the term of such
Options, and neither AXA nor the Company or their respective directors or
officers shall have any obligation or liability to the Participant with respect
to any Option (or Stock issuable thereunder) that shall lapse because of such
postponement. Notwithstanding anything to the contrary herein, any payment that
is delayed pursuant to this Section 8.5 shall be made at the earliest date at
which the


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Company reasonably anticipates that making such payment will not cause a
violation of US Federal securities or other applicable law.

               8.6 No Limitation on Compensation. Nothing in the Plan shall
be construed to limit the right of AXA or the Company to establish other plans
or to pay compensation to its employees, in cash or property, in a manner which
is not expressly authorized under the Plan.

               8.7 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the Republic
of France, and shall be implemented in accordance with Articles 255-177 to
225-185 of the French Commercial Code. To the extent permitted under French law,
terms used herein relating to the work relationship between the Participant and
any AXA Affiliate, including the terms "employment" and "retirement" shall be
construed under applicable local law.

               8.8 No Impact On Benefits. Except as may otherwise be
specifically stated under any employee benefit plan, policy or program, no
amount payable in respect of any Option shall be treated as compensation for
purposes of calculating an Employee's right under any such plan, policy or
program.

               8.9 No Constraint on Corporate Action. Nothing in this Plan
shall be construed (i) to limit, impair or otherwise affect the right or power
of any AXA Affiliate to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell, or transfer all or any part of its business or assets
or (ii) except as provided in Section 7, to limit the right or power of any AXA
Affiliate to take any action which such entity deems to be necessary or
appropriate.