Commercial Paper Issuing and Paying Agency Agreement – AXA Financial Inc. and JP Morgan Chase Bank, NA

ISSUING AND PAYING AGENCY AGREEMENT

This Agreement, dated as of June 3, 2009 is by and among AXA
Financial,
Inc. (“AXA FINANCIAL”), as Issuer, AXA SA (“AXA”), as Issuer and, with respect

to the Notes issued by AXA Financial, as Guarantor, and JPMorgan Chase Bank,

National Association (“JPMORGAN”).

1. APPOINTMENT AND ACCEPTANCE

Each of the Issuers hereby appoints JPMorgan as its issuing and
paying
agent in connection with the issuance and payment of certain short-term
promissory notes of such Issuer (the “NOTES”), as further described herein, and

JPMorgan agrees to act as such agent upon the terms and conditions contained in

this Agreement.

2. COMMERCIAL PAPER PROGRAMS

Each of the Issuers may establish one or more commercial paper
programs
under this Agreement (provided, however, that AXA Financial may only establish

such programs with the prior approval of AXA) by delivering to JPMorgan a
completed program schedule (the “PROGRAM SCHEDULE”), with respect to each such

program. JPMorgan has given the Issuers a copy of the current form of Program

Schedule and each of the Issuers shall complete and return its first Program

Schedule to JPMorgan prior to or simultaneously with the execution of this

Agreement. In the event that any of the information provided in, or attached to,

a Program Schedule shall change, the relevant Issuer shall promptly inform

JPMorgan of such change in writing.

3. NOTES

All Notes issued by an Issuer under this Agreement shall be
short-term
promissory notes, exempt from the registration requirements of the Securities

Act of 1933, as amended, as indicated on the Program Schedules, and from
applicable state securities laws. The Notes may be placed by dealers (the
“DEALERS”) pursuant to Section 4 hereof. Notes shall be issued in either
certificated or book-entry form. 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 in the form of Exhibit B hereto (the
“GUARANTEE”). AXA Financial may only issue Notes with the prior approval of AXA.

4. AUTHORIZED REPRESENTATIVES

Each of the Issuers, and, in the case of Guaranteed Notes, the

Guarantor, shall deliver to JPMorgan a duly adopted corporate resolution from

its Board of Directors (or other governing body) authorizing the issuance of

Notes by such Issuer and, in the case of Guaranteed Notes, the Guarantee by the

Guarantor, under each program established pursuant to this Agreement and a

certificate of incumbency, with specimen signatures attached, of those of its

officers, employees and agents authorized to take certain actions with respect

to the Notes and, in the case of Guaranteed Notes, the Guarantee, as provided in

this Agreement (each such person is hereinafter referred to as an “AUTHORIZED

REPRESENTATIVE”), provided, however, that any certificate of incumbency
delivered by AXA Financial shall be countersigned by AXA. Until JPMorgan
receives any subsequent incumbency certificates of the relevant Issuer or, in

the case of

Guaranteed Notes, the Guarantor, JPMorgan shall be entitled to rely on the
last
incumbency certificate delivered to it for the purpose of determining the
Authorized Representatives. Each of the Issuers, and, in the case of Guaranteed

Notes, the Guarantor, represents and warrants that each respective Authorized

Representative may appoint other officers, employees and agents (the
“DELEGATES”), including without limitation any Dealers, to issue instructions to

JPMorgan under this Agreement, and take other actions on its behalf hereunder,

provided that notice of the appointment of each Delegate is delivered to
JPMorgan in writing. Each such appointment shall remain in effect unless and

until revoked by the Issuer or the Guarantor in a written notice to JPMorgan.

5. CERTIFICATED NOTES

If and when an Issuer intends to issue certificated notes
(“CERTIFICATED NOTES”), such Issuer and JPMorgan shall agree upon the form of

such Notes. Thereafter, each Issuer shall from time to time deliver to JPMorgan

adequate supplies of Certificated Notes which will be in bearer form, serially

numbered, and shall be executed by the manual or facsimile signature of an

Authorized Representative of such Issuer and, in the case of Guaranteed Notes,

the Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated

Notes received from an Issuer, noting any exceptions to the shipping manifest or

transmittal letter (if any), and will hold the Certificated Notes in safekeeping

for such Issuer in accordance with JPMorgan’s customary practices. JPMorgan

shall not have any liability to an Issuer, or in the case of Guaranteed Notes,

the Guarantor, to determine by whom or by what means a facsimile signature may

have been affixed on Certificated Notes, or to determine whether any facsimile

or manual signature is genuine, if such facsimile or manual signature resembles

the specimen signature attached to the certificate of incumbency with respect to

such Authorized Representative. Any Certificated Note bearing the manual or

facsimile signature of a person who is an Authorized Representative of an Issuer

or, in the case of Guaranteed Notes, the Guarantor, on the date such signature

was affixed shall bind such Issuer and, as the case may be, the Guarantor, after

completion thereof by JPMorgan, notwithstanding that such person shall have

ceased to hold his or her office on the date such Note is countersigned or

delivered by JPMorgan.

6. BOOK-ENTRY NOTES

An Issuer’s book-entry notes (“BOOK-ENTRY NOTES”) shall not be
issued
in physical form, but their aggregate face amount shall be represented by a

master note (a “MASTER NOTE”) substantially in the form of Exhibit A executed by

such Issuer and, in the case of Guaranteed Notes, the Guarantor pursuant to the

book-entry commercial paper program of The Depository Trust Company (“DTC”).

JPMorgan shall maintain the Master Note of each of the Issuers in safekeeping,

in accordance with its customary practices, on behalf of Cede & Co., the

registered owner thereof and nominee of DTC. As long as Cede & Co. is the

registered owner of a Master Note, the beneficial ownership interest therein

shall be shown on, and the transfer of ownership thereof shall be effected

through, entries on the books maintained by DTC and the books of its direct and

indirect participants. The Master Notes and the Book-Entry Notes shall be
subject to DTC’s rules and procedures, as amended from time to time. JPMorgan

shall not be liable or responsible for sending transaction statements of any

kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or

for maintaining, supervising or reviewing the records of DTC or its participants

with respect to such Notes. In connection with DTC’s program, each of the
Issuers and, in the case of Guaranteed Notes, the Guarantor, understands that as

one of the conditions of its participation therein, it shall be necessary for

each of the Issuer and, in the case of Guaranteed Notes, the Guarantor, and

JPMorgan to enter into a Letter of Representations, in the form of Exhibit C

hereto, and for DTC to receive and accept such Letter of Representations. In

accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service

Bureau a written list of CUSIP numbers for each of the Issuers’ Book-Entry

Notes,

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and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall
bill
each of the Issuers directly for the fee or fees payable for the list of CUSIP

numbers for such Issuer’s Book-Entry Notes.

7. ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS

Each of the Issuers and the Guarantor understands that all
instructions
under this Agreement are to be directed to JPMorgan’s Commercial Paper
Operations Department. JPMorgan shall provide each of the Issuers and the
Guarantor, or, if applicable, the relevant Issuer’s Dealers, with access to

JPMorgan’s Money Market Issuance System or other electronic means (collectively,

the “SYSTEM”) in order that JPMorgan may receive electronic instructions for the

issuance of Notes, provided that an issuance of Guaranteed Notes shall require

instructions from the the Guarantor. Electronic instructions must be transmitted

in accordance with the procedures furnished by JPMorgan to the Issuers and the

Guarantor or the Dealers in connection with the System. These transmissions

shall be the equivalent to the giving of a duly authorized written and signed

instruction which JPMorgan may act upon without liability. In the event that the

System is inoperable at any time, an Authorized Representative or a Delegate of

the Issuer may deliver written, telephone or facsimile instructions to JPMorgan

(provided that an issuance of Guaranteed Notes shall require instructions from

the the Guarantor), which instructions shall be verified in accordance with any

security procedures agreed upon by the parties. JPMorgan shall incur no
liability to an Issuer or, in the case of Guaranteed Notes, the Guarantor, in

acting upon instructions believed by JPMorgan in good faith to have been given

by an Authorized Representative or a Delegate of such Issuer or, in the case of

Guaranteed Notes, the Guarantor. In the event that a discrepancy exists between

a telephonic instruction and a written confirmation, the telephonic instruction

will be deemed the controlling and proper instruction. JPMorgan may
electronically record any conversations made pursuant to this Agreement, and

each of the Issuers and, in the case of Guaranteed Notes, the Guarantor, hereby

consents to such recordings. All issuance instructions regarding the Notes must

be received by 1:00 P.M. New York time in order for the Notes to be issued or

delivered on the same day.

(a) ISSUANCE AND PURCHASE OF BOOK-ENTRY NOTES. Upon receipt of

issuance instructions with respect to Book-Entry Notes, JPMorgan shall

transmit such instructions to DTC and direct DTC to cause appropriate

entries of the Book-Entry Notes to be made in accordance with DTC’s

applicable rules, regulations and procedures for book-entry commercial

paper programs. JPMorgan shall assign CUSIP numbers to such Issuer’s

Book-Entry Notes to identify such Issuer’s aggregate principal amount

of outstanding Book-Entry Notes in DTC’s system, together with the

aggregate unpaid interest (if any) on such Notes. Promptly following

DTC’s established settlement time on each issuance date, JPMorgan shall

access DTC’s system to verify whether settlement has occurred with

respect to such Issuer’s Book-Entry Notes. Prior to the close of
business on such business day, JPMorgan shall deposit immediately

available funds in the amount of the proceeds due such Issuer (if any)

to such Issuer’s account at JPMorgan and designated in the applicable

Program Schedule (the “ACCOUNT”), provided, that JPMorgan has received

DTC’s confirmation that the Book-Entry Notes have settled in accordance

with DTC’s applicable rules, regulations and procedures. JPMorgan shall

have no liability to an Issuer or, in the case of Guaranteed Notes, the

Guarantor, whatsoever if any DTC participant purchasing a Book-Entry

Note fails to settle or delays in settling its balance with DTC or if

DTC fails to perform in any respect.

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(b) ISSUANCE AND PURCHASE OF CERTIFICATED NOTES. Upon receipt of

issuance instructions with respect to Certificated Notes, JPMorgan

shall: (a) complete each Certificated Note as to principal amount, date

of issue, maturity date, place of payment, and rate or amount of
interest (if such Note is interest bearing) in accordance with such

instructions; (b) countersign each Certificated Note; and (c) deliver

each Certificated Note in accordance with the relevant Issuer’s
instructions, except as otherwise set forth below. Whenever JPMorgan is

instructed to deliver any Certificated Note by mail, JPMorgan shall

strike from the Certificated Note the word “Bearer,” insert as payee

the name of the person so designated by the relevant Issuer and effect

delivery by mail to such payee or to such other person as is specified

in such instructions to receive the Certificated Note. Each of the

Issuers and, in the case of Guaranteed Notes, the Guarantor,
understands that, in accordance with the custom prevailing in the

commercial paper market, delivery of Certificated Notes shall be made

before the actual receipt of payment for such Notes in immediately

available funds, even if the relevant Issuer instructs JPMorgan to

deliver a Certificated Note against payment. Therefore, once JPMorgan

has delivered a Certificated Note to the designated recipient, the

relevant Issuer and, in the case of Guaranteed Notes, the Guarantor,

shall bear the risk that such recipient may fail to remit payment of

such Note or return such Note to JPMorgan. Delivery of Certificated

Notes shall be subject to the rules of the New York Clearing House in

effect at the time of such delivery. Funds received in payment of

Certificated Notes shall be credited to the Account.

8. USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT

JPMorgan shall not be obligated to credit the relevant Issuer’s
Account
in respect of a Note issued by such Issuer unless and until payment of the

purchase price of such Note is received by JPMorgan. From time to time,
JPMorgan, in its sole discretion, may permit an Issuer to have use of funds

payable with respect to a Note prior to JPMorgan’s receipt of the sales proceeds

of such Note. If JPMorgan makes a deposit, payment or transfer of funds on

behalf of such Issuer before JPMorgan receives payment for any Note issued by

such Issuer, such deposit, payment or transfer of funds shall represent an

advance by JPMorgan to such Issuer to be repaid promptly, and in any event on

the same day as it is made, from the proceeds of the sale of such Note, or by

such Issuer or, in the case of Guaranteed Notes, the Guarantor, if such proceeds

are not received by JPMorgan.

9. PAYMENT OF MATURED NOTES

Notice that an Issuer will not redeem any Note on the relative
Initial
Redemption Date (as defined in the applicable Extendible Commercial Note
Announcement) must be received in writing by JPMorgan by 11:00 A.M. on such

Initial Redemption Date. On any other day when a Note matures or is prepaid, the

relevant Issuer shall transmit, or cause to be transmitted, to the Account,

prior to 1:00 P.M. New York time on the same day, an amount of immediately

available funds sufficient to pay the aggregate principal amount of such Note

and any applicable interest due. JPMorgan shall pay the interest (if any) and

principal on a Book-Entry Note to DTC in immediately available funds, which

payment shall be by net settlement of JPMorgan’s account at DTC. JPMorgan shall

pay Certificated Notes upon presentment. JPMorgan shall have no obligation under

the Agreement to make any payment for which there is not sufficient, available

and collected funds in the Account, and JPMorgan may, without liability to the

relevant Issuer or, in the case of Guaranteed Notes, the Guarantor, refuse to

pay any Note that would result in an overdraft to the Account.

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10. OVERDRAFTS

(a) Intraday overdrafts with respect to each Account shall be
subject
to JPMorgan’s policies as in effect from time to time.

(b) An overdraft will exist in an Account if JPMorgan, in its sole

discretion, (i) permits an advance to be made pursuant to Section 8

and, notwithstanding the provisions of Section 8, such advance is not

repaid in full on the same day as it is made, or (ii) pays a Note

pursuant to Section 9 in excess of the available collected balance in

such Account. Overdrafts shall be subject to JPMorgan’s established

banking practices, including, without limitation, the imposition of

interest, funds usage charges and administrative fees. The relevant

Issuer shall repay any such overdraft, fees and charges no later than

the next business day, together with interest on the overdraft at the

rate established by JPMorgan for the Account, computed from and
including the date of the overdraft to the date of repayment.

11. NO PRIOR COURSE OF DEALING

No prior action or course of dealing on the part of JPMorgan with

respect to advances of the purchase price or payments of matured Notes shall

give rise to any claim or cause of action by an Issuer or, in the case of
Guaranteed Notes, the Guarantor, against JPMorgan in the event that JPMorgan

refuses to pay or settle any Notes for which such Issuer or, in the case of

Guaranteed Notes, the Guarantor, has not timely provided funds as required by

this Agreement.

12. RETURN OF CERTIFICATED NOTES

JPMorgan will in due course cancel any Certificated Note presented
for
payment and return such Note to the relevant Issuer. JPMorgan shall also cancel

and return to the relevant Issuer any spoiled or voided Certificated Notes.

Promptly upon written request of an Issuer or at the termination of this
Agreement, JPMorgan shall destroy all blank, unissued Certificated Notes of such

Issuer in its possession and furnish a certificate to such Issuer certifying

such actions.

13. INFORMATION FURNISHED BY JPMORGAN

Upon the reasonable request of an Issuer or, in the case of
Guaranteed
Notes, the Guarantor, JPMorgan shall promptly provide such Issuer or, in the

case of Guaranteed Notes, the Guarantor with information with respect to any

Note issued and paid hereunder, provided, that the Issuer or, in the case of

Guaranteed Notes, the Guarantor delivers such request in writing and, to the

extent applicable, includes the serial number or note number, principal amount,

payee, date of issue, maturity date, amount of interest (if any) and place of

payment of such Note.

14. REPRESENTATIONS AND WARRANTIES

(a) Each of the Issuers represents and warrants that: (i) it has the

right, capacity and authority to enter into this Agreement; and (ii) it

will comply with all of its obligations and duties under this
Agreement. Each of the Issuers further represents and agrees that each

Note issued and distributed upon its instruction pursuant to this

Agreement shall constitute the Issuer’s representation and warranty to

JPMorgan

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that such Note is a legal, valid and binding obligation of the
Issuer,
and that such Note is being issued in a transaction which is exempt

from registration under the Securities Act of 1933, as amended, and any

applicable state securities law.

(b) The Guarantor represents and warrants that: (i) it has the
right,
capacity and authority to enter into this Agreement and to execute and

deliver its guarantee of the Guaranteed Notes and (ii) it will comply

with all of its obligations and duties under this Agreement. The
Guarantor further represents and agrees that its guarantee of each

Guaranteed Note issued and distributed pursuant to this Agreement shall

constitute the legal, valid and binding obligation of the Guarantor,

and that such guarantee is being issued in a transaction which is

exempt from registration under the Securities Act of 1933, as amended,

and any applicable state securities law.

15. DISCLAIMERS

Neither JPMorgan nor its directors, officers, employees or agents
shall
be liable for any act or omission under this Agreement except in the case of

default, negligence, willful misconduct or bad faith. IN NO EVENT SHALL JPMORGAN

BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND

WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS

BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM

OF ACTION. In no event shall JPMorgan be considered negligent in consequence of

complying with DTC’s rules, regulations and procedures. The duties and
obligations of JPMorgan, its directors, officers, employees or agents shall be

determined by the express provisions of this Agreement and they shall not be

liable except for the performance of such duties and obligations as are
specifically set forth herein and no implied covenants shall be read into this

Agreement against them. Neither JPMorgan nor its directors, officers, employees

or agents shall be required to ascertain whether any issuance or sale of any

Notes (or any amendment or termination of this Agreement) has been duly
authorized or is in compliance with any other agreement to which the relevant

Issuer, or in the case of Guaranteed Notes, the Guarantor, is a party (whether

or not JPMorgan is also a party to such agreement).

16. INDEMNIFICATION

Each of the Issuers agrees and, in the case of Guaranteed Notes, the

Issuer and the Guarantor jointly and severally agree, to indemnify, defend and

hold harmless JPMorgan, its directors, officers, employees and agents
(collectively, “JPMorgan indemnitees”) from and against any and all liabilities,

claims, losses, damages, penalties, costs and expenses (including reasonable

attorneys’ fees and disbursements) suffered or incurred by or asserted or
assessed against any JPMorgan indemnitee arising in respect of this Agreement,

except in respect of any JPMorgan indemnitee for any such liability, claim,

loss, damage, penalty, cost or expense resulting from the negligence, willful

misconduct or bad faith of such JPMorgan indemnitee. This indemnity will survive

the termination of this Agreement.

17. OPINION OF COUNSEL

Each of the Issuers and, the Guarantor, shall deliver to JPMorgan
all
documents it may reasonably request relating to their respective existence and

authority for this Agreement, including, without limitation, an opinion of

counsel, substantially in the form of Exhibit D hereto.

18. NOTICES

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All notices, confirmations and other communications hereunder shall

(except to the extent otherwise expressly provided) be in writing and shall be

sent by first-class mail, postage prepaid, by telecopier or by hand, addressed

as follows, or to such other address as the party receiving such notice shall

have previously specified to the party sending such notice:

If to AXA: AXA
21 avenue Matignon
75008 Paris, France

Attention: DCFG/Capital Market Solutions
Telephone: +33 (0) 1 40 75 57 97
Facsimile: +33 (0) 1 40 75 58 28

If to AXA Financial: AXA Financial, Inc.
1290 Avenue of the Americas, 12th Floor
New York, NY 10104

Attention: Treasury Department
Telephone: (212) 314-4135
Facsimile: (212) 314-1504

If to JPMorgan concerning the daily issuance and redemption of Notes:

Attention: Money Market Operations
420 West Van Buren, 5th Floor
Chicago, IL 60606
Telephone: (800) 499-3176/ (312) 954-0445
Facsimile: (312) 954-0432

All other: Attention: Steven Charles, Commercial Paper Client

Service
420 West Van Buren, 5th Floor
Chicago, IL 60606
Telephone: (312) 954-0269
Facsimile: (312) 954-0438

19. COMPENSATION

Each of the Issuers shall pay compensation for services pursuant to

this Agreement in accordance with the pricing schedules furnished by JPMorgan to

such Issuer from time to time and upon such payment terms as the parties shall

determine. Each of the Issuers shall also reimburse JPMorgan for any fees and

charges imposed by DTC with respect to services provided to such Issuer in

connection with the Book-Entry Notes.

20. BENEFIT OF AGREEMENT

This Agreement is solely for the benefit of the parties hereto and
no
other person shall acquire or have any right under or by virtue hereof.

21. TERMINATION

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This Agreement may be terminated at any time by any party by not
less
than (30) day’s written notice to the other parties, but such termination shall

not affect the respective liabilities of the parties hereunder arising prior to

such termination.

22. FORCE MAJEURE

In no event shall JPMorgan be liable for any failure or delay in the

performance of its obligations hereunder because of circumstances beyond
JPMorgan’s control, including, but not limited to, acts of God, flood, war

(whether declared or undeclared), terrorism, fire, riot, strikes or work
stoppages for any reason, embargo, government action, including any laws,
ordinances, regulations or the like which restrict or prohibit the providing of

the services contemplated by this Agreement, inability to obtain material,

equipment, or communications or computer facilities, or the failure of equipment

or interruption of communications or computer facilities, and other causes

beyond JPMorgan’s control whether or not of the same class or kind as
specifically named above.

23. ENTIRE AGREEMENT

This Agreement, together with the exhibits attached hereto,
constitutes
the entire agreement among JPMorgan, AXA and AXA Financial with respect to the

subject matter hereof and supersedes in all respects all prior proposals,
negotiations, communications, discussions and agreements between the parties

concerning the subject matter of this Agreement.

24. WAIVERS AND AMENDMENTS

No failure or delay on the part of any party in exercising any power
or
right under this Agreement shall operate as a waiver, nor does any single or

partial exercise of any power or right preclude any other or further exercise,

or the exercise of any other power or right. Any such waiver shall be effective

only in the specific instance and for the purpose for which it is given. No

amendment, modification or waiver of any provision of this Agreement shall be

effective unless the same shall be in writing and signed by each of the Issuers

and, the Guarantor, and JPMorgan.

25. BUSINESS DAY

Whenever any payment to be made hereunder shall be due on a day
which
is not a business day for JPMorgan, then such payment shall be made on
JPMorgan’s next succeeding business day.

26. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall
be
deemed an original and such counterparts together shall constitute but one

instrument.

27. HEADINGS

The headings in this Agreement are for purposes of reference only
and
shall not in any way limit or otherwise affect the meaning or interpretation of

any of the terms of this Agreement.

28. GOVERNING LAW

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This Agreement and the Notes shall be governed by and construed in

accordance with the internal laws of the State of New York, without regard to

the conflict of laws provisions thereof.

29. JURISDICTION AND VENUE

Each party hereby irrevocably and unconditionally submits to the

jurisdiction of the United States District Court for the Southern District of

New York and any New York State court located in the Borough of Manhattan in New

York City and of any appellate court from any thereof for the purposes of any

legal suit, action or proceeding arising out of or relating to this Agreement (a

“PROCEEDING”). Each party hereby irrevocably agrees that all claims in respect

of any Proceeding may be heard and determined in such Federal or New York State

court and irrevocably waives, to the fullest extent it may effectively do so,

any objection it may now or hereafter have to the laying of venue of any
Proceeding in any of the aforementioned courts and the defense of an
inconvenient forum to the maintenance of any Proceeding.

30. WAIVER OF TRIAL BY JURY

EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING
ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS

AGREEMENT.

31. ACCOUNT CONDITIONS

Each Account shall be subject to JPMorgan’s account conditions, as
in
effect from time to time.

32. GUARANTY PROVISIONS

In consideration of the services provided by JPMorgan under this

Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably

guarantees (as primary obligor and not merely as surety) the due and punctual

payment, when and as the same shall become due and payable, of each and every

obligation of AXA Financial hereunder (each of the foregoing being an
“OBLIGATION” and, collectively, the “OBLIGATIONS”) at the time and place and

otherwise in accordance with the terms of this Agreement, irrespective of (i)

the validity, binding effect, legality, enforceability or modification to, or

amendment or waiver of, or compliance with, the Notes or this Agreement, (ii)

whether the Notes or this Agreement shall have been duly executed by the
respective parties thereto, (iii) any change in the existence or structure of,

or the bankruptcy or insolvency of, AXA Financial, (iv) the absence of any

action to enforce any Obligation or the Notes or this Agreement or any
collateral security or other guaranty thereof, (v) any extension, renewal,

settlement, compromise, waiver or release in respect of any Obligation, the

Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim

or other right that the Guarantor may have against AXA Financial, the
noteholders or JPMorgan, or (vii) any other circumstance that might otherwise

constitute a legal or equitable discharge or defense of the Guarantor. The

Guarantor hereby agrees that upon default in the payment when due of any
Obligation it will forthwith cause the payment of each and every Obligation to

be made punctually to JPMorgan, when and as the same shall become due and
payable, and as if such payment were made by AXA Financial. The Guarantor hereby

expressly waives presentment, demand, protest or notice of any kind whatsoever,

as well as any requirement that the noteholders, or JPMorgan on behalf of the

noteholders, file claims in the event of receivership or bankruptcy of AXA

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Financial, or exhaust any right to take any action against AXA Financial or
with
respect to any collateral at any time securing the Obligations or any other

guaranty thereof; and the Guarantor hereby consents to any and all extensions of

time of payment of any or all of the Obligations and to the release of any such

collateral or other guaranty. This guaranty is a guaranty of payment and not of

collection merely and shall be a continuing guaranty and, as such, shall remain

operative and in full force and effect until all Obligations shall have been

paid and actually received in full by the party to whom any such Obligation is

due. If at any time any payment of any Obligation is rescinded or must otherwise

be restored or returned upon the insolvency, bankruptcy, reorganization,
dissolution or liquidation of AXA Financial (or the appointment of a trustee,

receiver, intervenor or conservator or similar official for AXA Financial or any

substantial part of its assets, the Guarantor’s obligations hereunder with

respect to such payment shall be reinstated at such time as though such payment

had not been made. The Guarantor hereby irrevocably agrees that it will not be

entitled to enforce any right or remedy arising out of any right of subrogation

that it may have or be entitled to, by operation of law or otherwise, as a

result of payments by such Guarantor hereunder, until all Obligations have been

paid and actually received in full by the party to whom any such Obligation is

due.

33. AGENT FOR SERVICE OR PROCESS

AXA, for the benefit of JPMorgan and the holders from time to time
of
the Notes, hereby irrevocably appoints AXA Financial Inc., with offices on the

date hereof located at 1290 Avenue of the Americas, New York, NY 10104, and AXA

Financial hereby accepts such appointment, as its agent (the “AUTHORIZED AGENT”)

upon which process may be served in any Proceeding and hereby agrees that
service of process upon the Authorized Agent, by mail or delivery, shall be

deemed in every respect effective service of process upon it in any such
Proceeding. AXA agrees to take any and all action, including, but not limited

to, the execution and filing of all such documents and instruments, as may be

necessary to effect and continue the appointment by it of the Authorized Agent

in full force and effect so long as any of the Notes shall be outstanding.

Nothing herein contained shall, however, in any manner limit the rights of

JPMorgan or the holders of the Notes to serve process in any other manner
permitted by applicable law.

34. WAIVER OF IMMUNITY

AXA irrevocably waives, to the fullest extent permitted by
applicable
law, with respect to itself and its revenues and assets (irrespective of their

use or intended use), all immunity on the grounds of sovereign immunity or other

similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by

way of injunction or order for specific performance or for recovery of property,

(iv) attachment of its assets (whether before or after judgment) and (v)
execution or enforcement of any judgment to which it or its revenues or assets

might otherwise be entitled in any Proceeding.

35. WITHHOLDING TAXES

AXA represents and warrants that there is no withholding or other

deduction for or on account of tax imposed by France or any political
subdivision thereof or taxing authority therein from any interest paid in
respect of the Notes, this Agreement, or any payments thereon, hereunder or

under the Guarantee. AXA agrees that in the event that any such tax, assessment

or charge shall hereafter become applicable, it shall promptly notify JPMorgan

in writing and further agrees that all amounts payable by it in respect of any

Note, this Agreement or the Guarantee shall be paid without set-off or
counterclaim and free and clear

10

of, and without deduction or withholding for or on account of, any present or

future tax, assessment or other governmental charge on interest (collectively,

“TAX”) imposed, levied, collected, assessed or required to be deducted, withheld

or paid by or for the account of France or any taxing authority or political

subdivision thereof or therein. If any such Tax is required by law to be
withheld or deducted from any such payment, AXA shall pay the full amount of

such Tax and pay such additional amounts as may be necessary to ensure that the

net amount actually received by the person entitled to such payment is equal to

the amount such person would have received had no such Tax been withheld from

such payment, 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 such Note.

36. JUDGMENT CURRENCY

The obligation of AXA to make payment in lawful currency of the
United
States of America (“DOLLARS”) of any and all amounts due hereunder, under the

Notes or under the Guarantee shall not be discharged or satisfied by any tender

or any recovery pursuant to any judgment in any currency other than Dollars,

except to the extent that such tender or recovery shall result in the actual

receipt by JPMorgan in New York or the holders of the Notes of the full amount

of Dollars payable hereunder, under the Notes or under the Guarantee, and shall

be enforceable as an alternative or additional cause of action for the purpose

of recovering in Dollars the amount, if any, by which such actual receipt shall

fall short of the full amount of Dollars so paid.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed
on their behalf by duly authorized officers as of the day and year first-above

written.

11

JPMORGAN CHASE BANK, AXA
NATIONAL ASSOCIATION

By: /s/ Steven E. Charles By: /s/ Denis Duverne
———————— ——————–
Name: Steven E. Charles Name: Denis Duverne
Title: Assistant Vice President Title: Chief Financial Officer and

Member of the Management Board

AXA FINANCIAL, INC.

By: /s/ Kevin R. Byrne
——————-
Name: Kevin R. Byrne
Title: Executive Vice President and

Chief Investment Officer and
Treasurer

EXHIBIT A

(DTC MASTER NOTE)

EXHIBIT B

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.

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 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 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:

EXHIBIT C

(DTC LETTER OF REPRESENTATIONS)

EXHIBIT D-1

(FORM OF CRAVATH OPINION AS ISSUER’S COUNSEL)
[TO BE CONFORMED TO OPINION DELIVERED UNDER DMA]

EXHIBIT D-2

(FORM OF GENERAL COUNSEL OPINION)
[TO BE CONFORMED TO OPINION DELIVERED UNDER DMA]