ISSUING AND PAYING AGENCY AGREEMENT<\/p>\n
This Agreement, dated as of June 3, 2009 is by and among AXA
\nFinancial,
\nInc. (“AXA FINANCIAL”), as Issuer, AXA SA (“AXA”), as Issuer and, with respect
\n
\nto the Notes issued by AXA Financial, as Guarantor, and JPMorgan Chase Bank,
\n
\nNational Association (“JPMORGAN”).<\/p>\n
1. APPOINTMENT AND ACCEPTANCE<\/p>\n
Each of the Issuers hereby appoints JPMorgan as its issuing and
\npaying
\nagent in connection with the issuance and payment of certain short-term
\npromissory notes of such Issuer (the “NOTES”), as further described herein, and
\n
\nJPMorgan agrees to act as such agent upon the terms and conditions contained in
\n
\nthis Agreement.<\/p>\n
2. COMMERCIAL PAPER PROGRAMS<\/p>\n
Each of the Issuers may establish one or more commercial paper
\nprograms
\nunder this Agreement (provided, however, that AXA Financial may only establish
\n
\nsuch programs with the prior approval of AXA) by delivering to JPMorgan a
\ncompleted program schedule (the “PROGRAM SCHEDULE”), with respect to each such
\n
\nprogram. JPMorgan has given the Issuers a copy of the current form of Program
\n
\nSchedule and each of the Issuers shall complete and return its first Program
\n
\nSchedule to JPMorgan prior to or simultaneously with the execution of this
\n
\nAgreement. In the event that any of the information provided in, or attached to,
\n
\na Program Schedule shall change, the relevant Issuer shall promptly inform
\n
\nJPMorgan of such change in writing.<\/p>\n
3. NOTES<\/p>\n
All Notes issued by an Issuer under this Agreement shall be
\nshort-term
\npromissory notes, exempt from the registration requirements of the Securities
\n
\nAct of 1933, as amended, as indicated on the Program Schedules, and from
\napplicable state securities laws. The Notes may be placed by dealers (the
\n“DEALERS”) pursuant to Section 4 hereof. Notes shall be issued in either
\ncertificated or book-entry form. AXA, in its capacity as Guarantor, has agreed
\n
\nunconditionally and irrevocably to guarantee payment in full of the principal of
\n
\nand interest (if any) on all Notes issued by AXA Financial (the “GUARANTEED
\n
\nNOTES”), pursuant to a guarantee in the form of Exhibit B hereto (the
\n“GUARANTEE”). AXA Financial may only issue Notes with the prior approval of AXA.\n<\/p>\n
4. AUTHORIZED REPRESENTATIVES<\/p>\n
Each of the Issuers, and, in the case of Guaranteed Notes, the
\n
\nGuarantor, shall deliver to JPMorgan a duly adopted corporate resolution from
\n
\nits Board of Directors (or other governing body) authorizing the issuance of
\n
\nNotes by such Issuer and, in the case of Guaranteed Notes, the Guarantee by the
\n
\nGuarantor, under each program established pursuant to this Agreement and a
\n
\ncertificate of incumbency, with specimen signatures attached, of those of its
\n
\nofficers, employees and agents authorized to take certain actions with respect
\n
\nto the Notes and, in the case of Guaranteed Notes, the Guarantee, as provided in
\n
\nthis Agreement (each such person is hereinafter referred to as an “AUTHORIZED
\n
\nREPRESENTATIVE”), provided, however, that any certificate of incumbency
\ndelivered by AXA Financial shall be countersigned by AXA. Until JPMorgan
\nreceives any subsequent incumbency certificates of the relevant Issuer or, in
\n
\nthe case of<\/p>\n
Guaranteed Notes, the Guarantor, JPMorgan shall be entitled to rely on the
\nlast
\nincumbency certificate delivered to it for the purpose of determining the
\nAuthorized Representatives. Each of the Issuers, and, in the case of Guaranteed
\n
\nNotes, the Guarantor, represents and warrants that each respective Authorized
\n
\nRepresentative may appoint other officers, employees and agents (the
\n“DELEGATES”), including without limitation any Dealers, to issue instructions to
\n
\nJPMorgan under this Agreement, and take other actions on its behalf hereunder,
\n
\nprovided that notice of the appointment of each Delegate is delivered to
\nJPMorgan in writing. Each such appointment shall remain in effect unless and
\n
\nuntil revoked by the Issuer or the Guarantor in a written notice to JPMorgan.\n<\/p>\n
5. CERTIFICATED NOTES<\/p>\n
If and when an Issuer intends to issue certificated notes
\n(“CERTIFICATED NOTES”), such Issuer and JPMorgan shall agree upon the form of
\n
\nsuch Notes. Thereafter, each Issuer shall from time to time deliver to JPMorgan
\n
\nadequate supplies of Certificated Notes which will be in bearer form, serially
\n
\nnumbered, and shall be executed by the manual or facsimile signature of an
\n
\nAuthorized Representative of such Issuer and, in the case of Guaranteed Notes,
\n
\nthe Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated
\n
\nNotes received from an Issuer, noting any exceptions to the shipping manifest or
\n
\ntransmittal letter (if any), and will hold the Certificated Notes in safekeeping
\n
\nfor such Issuer in accordance with JPMorgan’s customary practices. JPMorgan
\n
\nshall not have any liability to an Issuer, or in the case of Guaranteed Notes,
\n
\nthe Guarantor, to determine by whom or by what means a facsimile signature may
\n
\nhave been affixed on Certificated Notes, or to determine whether any facsimile
\n
\nor manual signature is genuine, if such facsimile or manual signature resembles
\n
\nthe specimen signature attached to the certificate of incumbency with respect to
\n
\nsuch Authorized Representative. Any Certificated Note bearing the manual or
\n
\nfacsimile signature of a person who is an Authorized Representative of an Issuer
\n
\nor, in the case of Guaranteed Notes, the Guarantor, on the date such signature
\n
\nwas affixed shall bind such Issuer and, as the case may be, the Guarantor, after
\n
\ncompletion thereof by JPMorgan, notwithstanding that such person shall have
\n
\nceased to hold his or her office on the date such Note is countersigned or
\n
\ndelivered by JPMorgan.<\/p>\n
6. BOOK-ENTRY NOTES<\/p>\n
An Issuer’s book-entry notes (“BOOK-ENTRY NOTES”) shall not be
\nissued
\nin physical form, but their aggregate face amount shall be represented by a
\n
\nmaster note (a “MASTER NOTE”) substantially in the form of Exhibit A executed by
\n
\nsuch Issuer and, in the case of Guaranteed Notes, the Guarantor pursuant to the
\n
\nbook-entry commercial paper program of The Depository Trust Company (“DTC”).
\n
\nJPMorgan shall maintain the Master Note of each of the Issuers in safekeeping,
\n
\nin accordance with its customary practices, on behalf of Cede & Co., the
\n
\nregistered owner thereof and nominee of DTC. As long as Cede & Co. is the
\n
\nregistered owner of a Master Note, the beneficial ownership interest therein
\n
\nshall be shown on, and the transfer of ownership thereof shall be effected
\n
\nthrough, entries on the books maintained by DTC and the books of its direct and
\n
\nindirect participants. The Master Notes and the Book-Entry Notes shall be
\nsubject to DTC’s rules and procedures, as amended from time to time. JPMorgan
\n
\nshall not be liable or responsible for sending transaction statements of any
\n
\nkind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or
\n
\nfor maintaining, supervising or reviewing the records of DTC or its participants
\n
\nwith respect to such Notes. In connection with DTC’s program, each of the
\nIssuers and, in the case of Guaranteed Notes, the Guarantor, understands that as
\n
\none of the conditions of its participation therein, it shall be necessary for
\n
\neach of the Issuer and, in the case of Guaranteed Notes, the Guarantor, and
\n
\nJPMorgan to enter into a Letter of Representations, in the form of Exhibit C
\n
\nhereto, and for DTC to receive and accept such Letter of Representations. In
\n
\naccordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service
\n
\nBureau a written list of CUSIP numbers for each of the Issuers’ Book-Entry
\n
\nNotes,<\/p>\n
2<\/p>\n
and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall
\nbill
\neach of the Issuers directly for the fee or fees payable for the list of CUSIP
\n
\nnumbers for such Issuer’s Book-Entry Notes.<\/p>\n
7. ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS<\/p>\n
Each of the Issuers and the Guarantor understands that all
\ninstructions
\nunder this Agreement are to be directed to JPMorgan’s Commercial Paper
\nOperations Department. JPMorgan shall provide each of the Issuers and the
\nGuarantor, or, if applicable, the relevant Issuer’s Dealers, with access to
\n
\nJPMorgan’s Money Market Issuance System or other electronic means (collectively,
\n
\nthe “SYSTEM”) in order that JPMorgan may receive electronic instructions for the
\n
\nissuance of Notes, provided that an issuance of Guaranteed Notes shall require
\n
\ninstructions from the the Guarantor. Electronic instructions must be transmitted
\n
\nin accordance with the procedures furnished by JPMorgan to the Issuers and the
\n
\nGuarantor or the Dealers in connection with the System. These transmissions
\n
\nshall be the equivalent to the giving of a duly authorized written and signed
\n
\ninstruction which JPMorgan may act upon without liability. In the event that the
\n
\nSystem is inoperable at any time, an Authorized Representative or a Delegate of
\n
\nthe Issuer may deliver written, telephone or facsimile instructions to JPMorgan
\n
\n(provided that an issuance of Guaranteed Notes shall require instructions from
\n
\nthe the Guarantor), which instructions shall be verified in accordance with any
\n
\nsecurity procedures agreed upon by the parties. JPMorgan shall incur no
\nliability to an Issuer or, in the case of Guaranteed Notes, the Guarantor, in
\n
\nacting upon instructions believed by JPMorgan in good faith to have been given
\n
\nby an Authorized Representative or a Delegate of such Issuer or, in the case of
\n
\nGuaranteed Notes, the Guarantor. In the event that a discrepancy exists between
\n
\na telephonic instruction and a written confirmation, the telephonic instruction
\n
\nwill be deemed the controlling and proper instruction. JPMorgan may
\nelectronically record any conversations made pursuant to this Agreement, and
\n
\neach of the Issuers and, in the case of Guaranteed Notes, the Guarantor, hereby
\n
\nconsents to such recordings. All issuance instructions regarding the Notes must
\n
\nbe received by 1:00 P.M. New York time in order for the Notes to be issued or
\n
\ndelivered on the same day.<\/p>\n
(a) ISSUANCE AND PURCHASE OF BOOK-ENTRY NOTES. Upon receipt of
\n
\n issuance instructions with respect to Book-Entry Notes, JPMorgan shall
\n
\n transmit such instructions to DTC and direct DTC to cause appropriate
\n
\n entries of the Book-Entry Notes to be made in accordance with DTC’s
\n
\n applicable rules, regulations and procedures for book-entry commercial
\n
\n paper programs. JPMorgan shall assign CUSIP numbers to such Issuer’s
\n
\n Book-Entry Notes to identify such Issuer’s aggregate principal amount
\n
\n of outstanding Book-Entry Notes in DTC’s system, together with the
\n
\n aggregate unpaid interest (if any) on such Notes. Promptly following
\n
\n DTC’s established settlement time on each issuance date, JPMorgan shall
\n
\n access DTC’s system to verify whether settlement has occurred with
\n
\n respect to such Issuer’s Book-Entry Notes. Prior to the close of
\n business on such business day, JPMorgan shall deposit immediately
\n
\n available funds in the amount of the proceeds due such Issuer (if any)
\n
\n to such Issuer’s account at JPMorgan and designated in the applicable
\n
\n Program Schedule (the “ACCOUNT”), provided, that JPMorgan has received
\n
\n DTC’s confirmation that the Book-Entry Notes have settled in accordance
\n
\n with DTC’s applicable rules, regulations and procedures. JPMorgan shall
\n
\n have no liability to an Issuer or, in the case of Guaranteed Notes, the
\n
\n Guarantor, whatsoever if any DTC participant purchasing a Book-Entry
\n
\n Note fails to settle or delays in settling its balance with DTC or if
\n
\n DTC fails to perform in any respect.<\/p>\n
3<\/p>\n
(b) ISSUANCE AND PURCHASE OF CERTIFICATED NOTES. Upon receipt of
\n
\n issuance instructions with respect to Certificated Notes, JPMorgan
\n
\n shall: (a) complete each Certificated Note as to principal amount, date
\n
\n of issue, maturity date, place of payment, and rate or amount of
\n interest (if such Note is interest bearing) in accordance with such
\n
\n instructions; (b) countersign each Certificated Note; and (c) deliver
\n
\n each Certificated Note in accordance with the relevant Issuer’s
\n instructions, except as otherwise set forth below. Whenever JPMorgan is
\n
\n instructed to deliver any Certificated Note by mail, JPMorgan shall
\n
\n strike from the Certificated Note the word “Bearer,” insert as payee
\n
\n the name of the person so designated by the relevant Issuer and effect
\n
\n delivery by mail to such payee or to such other person as is specified
\n
\n in such instructions to receive the Certificated Note. Each of the
\n
\n Issuers and, in the case of Guaranteed Notes, the Guarantor,
\n understands that, in accordance with the custom prevailing in the
\n
\n commercial paper market, delivery of Certificated Notes shall be made
\n
\n before the actual receipt of payment for such Notes in immediately
\n
\n available funds, even if the relevant Issuer instructs JPMorgan to
\n
\n deliver a Certificated Note against payment. Therefore, once JPMorgan
\n
\n has delivered a Certificated Note to the designated recipient, the
\n
\n relevant Issuer and, in the case of Guaranteed Notes, the Guarantor,
\n
\n shall bear the risk that such recipient may fail to remit payment of
\n
\n such Note or return such Note to JPMorgan. Delivery of Certificated
\n
\n Notes shall be subject to the rules of the New York Clearing House in
\n
\n effect at the time of such delivery. Funds received in payment of
\n
\n Certificated Notes shall be credited to the Account.<\/p>\n
8. USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT<\/p>\n
JPMorgan shall not be obligated to credit the relevant Issuer’s
\nAccount
\nin respect of a Note issued by such Issuer unless and until payment of the
\n
\npurchase price of such Note is received by JPMorgan. From time to time,
\nJPMorgan, in its sole discretion, may permit an Issuer to have use of funds
\n
\npayable with respect to a Note prior to JPMorgan’s receipt of the sales proceeds
\n
\nof such Note. If JPMorgan makes a deposit, payment or transfer of funds on
\n
\nbehalf of such Issuer before JPMorgan receives payment for any Note issued by
\n
\nsuch Issuer, such deposit, payment or transfer of funds shall represent an
\n
\nadvance by JPMorgan to such Issuer to be repaid promptly, and in any event on
\n
\nthe same day as it is made, from the proceeds of the sale of such Note, or by
\n
\nsuch Issuer or, in the case of Guaranteed Notes, the Guarantor, if such proceeds
\n
\nare not received by JPMorgan.<\/p>\n
9. PAYMENT OF MATURED NOTES<\/p>\n
Notice that an Issuer will not redeem any Note on the relative
\nInitial
\nRedemption Date (as defined in the applicable Extendible Commercial Note
\nAnnouncement) must be received in writing by JPMorgan by 11:00 A.M. on such
\n
\nInitial Redemption Date. On any other day when a Note matures or is prepaid, the
\n
\nrelevant Issuer shall transmit, or cause to be transmitted, to the Account,
\n
\nprior to 1:00 P.M. New York time on the same day, an amount of immediately
\n
\navailable funds sufficient to pay the aggregate principal amount of such Note
\n
\nand any applicable interest due. JPMorgan shall pay the interest (if any) and
\n
\nprincipal on a Book-Entry Note to DTC in immediately available funds, which
\n
\npayment shall be by net settlement of JPMorgan’s account at DTC. JPMorgan shall
\n
\npay Certificated Notes upon presentment. JPMorgan shall have no obligation under
\n
\nthe Agreement to make any payment for which there is not sufficient, available
\n
\nand collected funds in the Account, and JPMorgan may, without liability to the
\n
\nrelevant Issuer or, in the case of Guaranteed Notes, the Guarantor, refuse to
\n
\npay any Note that would result in an overdraft to the Account.<\/p>\n
4<\/p>\n
10. OVERDRAFTS<\/p>\n
(a) Intraday overdrafts with respect to each Account shall be
\nsubject
\n to JPMorgan’s policies as in effect from time to time.<\/p>\n
(b) An overdraft will exist in an Account if JPMorgan, in its sole
\n
\n discretion, (i) permits an advance to be made pursuant to Section 8
\n
\n and, notwithstanding the provisions of Section 8, such advance is not
\n
\n repaid in full on the same day as it is made, or (ii) pays a Note
\n
\n pursuant to Section 9 in excess of the available collected balance in
\n
\n such Account. Overdrafts shall be subject to JPMorgan’s established
\n
\n banking practices, including, without limitation, the imposition of
\n
\n interest, funds usage charges and administrative fees. The relevant
\n
\n Issuer shall repay any such overdraft, fees and charges no later than
\n
\n the next business day, together with interest on the overdraft at the
\n
\n rate established by JPMorgan for the Account, computed from and
\n including the date of the overdraft to the date of repayment.<\/p>\n
11. NO PRIOR COURSE OF DEALING<\/p>\n
No prior action or course of dealing on the part of JPMorgan with
\n
\nrespect to advances of the purchase price or payments of matured Notes shall
\n
\ngive rise to any claim or cause of action by an Issuer or, in the case of
\nGuaranteed Notes, the Guarantor, against JPMorgan in the event that JPMorgan
\n
\nrefuses to pay or settle any Notes for which such Issuer or, in the case of
\n
\nGuaranteed Notes, the Guarantor, has not timely provided funds as required by
\n
\nthis Agreement.<\/p>\n
12. RETURN OF CERTIFICATED NOTES<\/p>\n
JPMorgan will in due course cancel any Certificated Note presented
\nfor
\npayment and return such Note to the relevant Issuer. JPMorgan shall also cancel
\n
\nand return to the relevant Issuer any spoiled or voided Certificated Notes.
\n
\nPromptly upon written request of an Issuer or at the termination of this
\nAgreement, JPMorgan shall destroy all blank, unissued Certificated Notes of such
\n
\nIssuer in its possession and furnish a certificate to such Issuer certifying
\n
\nsuch actions.<\/p>\n
13. INFORMATION FURNISHED BY JPMORGAN<\/p>\n
Upon the reasonable request of an Issuer or, in the case of
\nGuaranteed
\nNotes, the Guarantor, JPMorgan shall promptly provide such Issuer or, in the
\n
\ncase of Guaranteed Notes, the Guarantor with information with respect to any
\n
\nNote issued and paid hereunder, provided, that the Issuer or, in the case of
\n
\nGuaranteed Notes, the Guarantor delivers such request in writing and, to the
\n
\nextent applicable, includes the serial number or note number, principal amount,
\n
\npayee, date of issue, maturity date, amount of interest (if any) and place of
\n
\npayment of such Note.<\/p>\n
14. REPRESENTATIONS AND WARRANTIES<\/p>\n
(a) Each of the Issuers represents and warrants that: (i) it has the
\n
\n right, capacity and authority to enter into this Agreement; and (ii) it
\n
\n will comply with all of its obligations and duties under this
\n Agreement. Each of the Issuers further represents and agrees that each
\n
\n Note issued and distributed upon its instruction pursuant to this
\n
\n Agreement shall constitute the Issuer’s representation and warranty to
\n
\n JPMorgan<\/p>\n
5<\/p>\n
that such Note is a legal, valid and binding obligation of the
\nIssuer,
\n and that such Note is being issued in a transaction which is exempt
\n
\n from registration under the Securities Act of 1933, as amended, and any
\n
\n applicable state securities law.<\/p>\n
(b) The Guarantor represents and warrants that: (i) it has the
\nright,
\n capacity and authority to enter into this Agreement and to execute and
\n
\n deliver its guarantee of the Guaranteed Notes and (ii) it will comply
\n
\n with all of its obligations and duties under this Agreement. The
\n Guarantor further represents and agrees that its guarantee of each
\n
\n Guaranteed Note issued and distributed pursuant to this Agreement shall
\n
\n constitute the legal, valid and binding obligation of the Guarantor,
\n
\n and that such guarantee is being issued in a transaction which is
\n
\n exempt from registration under the Securities Act of 1933, as amended,
\n
\n and any applicable state securities law.<\/p>\n
15. DISCLAIMERS<\/p>\n
Neither JPMorgan nor its directors, officers, employees or agents
\nshall
\nbe liable for any act or omission under this Agreement except in the case of
\n
\ndefault, negligence, willful misconduct or bad faith. IN NO EVENT SHALL JPMORGAN
\n
\nBE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND
\n
\nWHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS
\n
\nBEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM
\n
\nOF ACTION. In no event shall JPMorgan be considered negligent in consequence of
\n
\ncomplying with DTC’s rules, regulations and procedures. The duties and
\nobligations of JPMorgan, its directors, officers, employees or agents shall be
\n
\ndetermined by the express provisions of this Agreement and they shall not be
\n
\nliable except for the performance of such duties and obligations as are
\nspecifically set forth herein and no implied covenants shall be read into this
\n
\nAgreement against them. Neither JPMorgan nor its directors, officers, employees
\n
\nor agents shall be required to ascertain whether any issuance or sale of any
\n
\nNotes (or any amendment or termination of this Agreement) has been duly
\nauthorized or is in compliance with any other agreement to which the relevant
\n
\nIssuer, or in the case of Guaranteed Notes, the Guarantor, is a party (whether
\n
\nor not JPMorgan is also a party to such agreement).<\/p>\n
16. INDEMNIFICATION<\/p>\n
Each of the Issuers agrees and, in the case of Guaranteed Notes, the
\n
\nIssuer and the Guarantor jointly and severally agree, to indemnify, defend and
\n
\nhold harmless JPMorgan, its directors, officers, employees and agents
\n(collectively, “JPMorgan indemnitees”) from and against any and all liabilities,
\n
\nclaims, losses, damages, penalties, costs and expenses (including reasonable
\n
\nattorneys’ fees and disbursements) suffered or incurred by or asserted or
\nassessed against any JPMorgan indemnitee arising in respect of this Agreement,
\n
\nexcept in respect of any JPMorgan indemnitee for any such liability, claim,
\n
\nloss, damage, penalty, cost or expense resulting from the negligence, willful
\n
\nmisconduct or bad faith of such JPMorgan indemnitee. This indemnity will survive
\n
\nthe termination of this Agreement.<\/p>\n
17. OPINION OF COUNSEL<\/p>\n
Each of the Issuers and, the Guarantor, shall deliver to JPMorgan
\nall
\ndocuments it may reasonably request relating to their respective existence and
\n
\nauthority for this Agreement, including, without limitation, an opinion of
\n
\ncounsel, substantially in the form of Exhibit D hereto.<\/p>\n
18. NOTICES<\/p>\n
6<\/p>\n
All notices, confirmations and other communications hereunder shall
\n
\n(except to the extent otherwise expressly provided) be in writing and shall be
\n
\nsent by first-class mail, postage prepaid, by telecopier or by hand, addressed
\n
\nas follows, or to such other address as the party receiving such notice shall
\n
\nhave previously specified to the party sending such notice:<\/p>\n
If to AXA: AXA
\n 21 avenue Matignon
\n 75008 Paris, France<\/p>\n
Attention: DCFG\/Capital Market Solutions
\n Telephone: +33 (0) 1 40 75 57 97
\n Facsimile: +33 (0) 1 40 75 58 28<\/p>\n
If to AXA Financial: AXA Financial, Inc.
\n 1290 Avenue of the Americas, 12th Floor
\n New York, NY 10104<\/p>\n
Attention: Treasury Department
\n Telephone: (212) 314-4135
\n Facsimile: (212) 314-1504<\/p>\n
If to JPMorgan concerning the daily issuance and redemption of Notes:<\/p>\n
Attention: Money Market Operations
\n 420 West Van Buren, 5th Floor
\n Chicago, IL 60606
\n Telephone: (800) 499-3176\/ (312) 954-0445
\n Facsimile: (312) 954-0432<\/p>\n
All other: Attention: Steven Charles, Commercial Paper Client
\n
\n Service
\n 420 West Van Buren, 5th Floor
\n Chicago, IL 60606
\n Telephone: (312) 954-0269
\n Facsimile: (312) 954-0438<\/p>\n
19. COMPENSATION<\/p>\n
Each of the Issuers shall pay compensation for services pursuant to
\n
\nthis Agreement in accordance with the pricing schedules furnished by JPMorgan to
\n
\nsuch Issuer from time to time and upon such payment terms as the parties shall
\n
\ndetermine. Each of the Issuers shall also reimburse JPMorgan for any fees and
\n
\ncharges imposed by DTC with respect to services provided to such Issuer in
\n
\nconnection with the Book-Entry Notes.<\/p>\n
20. BENEFIT OF AGREEMENT<\/p>\n
This Agreement is solely for the benefit of the parties hereto and
\nno
\nother person shall acquire or have any right under or by virtue hereof.<\/p>\n
21. TERMINATION<\/p>\n
7<\/p>\n
This Agreement may be terminated at any time by any party by not
\nless
\nthan (30) day’s written notice to the other parties, but such termination shall
\n
\nnot affect the respective liabilities of the parties hereunder arising prior to
\n
\nsuch termination.<\/p>\n
22. FORCE MAJEURE<\/p>\n
In no event shall JPMorgan be liable for any failure or delay in the
\n
\nperformance of its obligations hereunder because of circumstances beyond
\nJPMorgan’s control, including, but not limited to, acts of God, flood, war
\n
\n(whether declared or undeclared), terrorism, fire, riot, strikes or work
\nstoppages for any reason, embargo, government action, including any laws,
\nordinances, regulations or the like which restrict or prohibit the providing of
\n
\nthe services contemplated by this Agreement, inability to obtain material,
\n
\nequipment, or communications or computer facilities, or the failure of equipment
\n
\nor interruption of communications or computer facilities, and other causes
\n
\nbeyond JPMorgan’s control whether or not of the same class or kind as
\nspecifically named above.<\/p>\n
23. ENTIRE AGREEMENT<\/p>\n
This Agreement, together with the exhibits attached hereto,
\nconstitutes
\nthe entire agreement among JPMorgan, AXA and AXA Financial with respect to the
\n
\nsubject matter hereof and supersedes in all respects all prior proposals,
\nnegotiations, communications, discussions and agreements between the parties
\n
\nconcerning the subject matter of this Agreement.<\/p>\n
24. WAIVERS AND AMENDMENTS<\/p>\n
No failure or delay on the part of any party in exercising any power
\nor
\nright under this Agreement shall operate as a waiver, nor does any single or
\n
\npartial exercise of any power or right preclude any other or further exercise,
\n
\nor the exercise of any other power or right. Any such waiver shall be effective
\n
\nonly in the specific instance and for the purpose for which it is given. No
\n
\namendment, modification or waiver of any provision of this Agreement shall be
\n
\neffective unless the same shall be in writing and signed by each of the Issuers
\n
\nand, the Guarantor, and JPMorgan.<\/p>\n
25. BUSINESS DAY<\/p>\n
Whenever any payment to be made hereunder shall be due on a day
\nwhich
\nis not a business day for JPMorgan, then such payment shall be made on
\nJPMorgan’s next succeeding business day.<\/p>\n
26. COUNTERPARTS<\/p>\n
This Agreement may be executed in counterparts, each of which shall
\nbe
\ndeemed an original and such counterparts together shall constitute but one
\n
\ninstrument.<\/p>\n
27. HEADINGS<\/p>\n
The headings in this Agreement are for purposes of reference only
\nand
\nshall not in any way limit or otherwise affect the meaning or interpretation of
\n
\nany of the terms of this Agreement.<\/p>\n
28. GOVERNING LAW<\/p>\n
8<\/p>\n
This Agreement and the Notes shall be governed by and construed in
\n
\naccordance with the internal laws of the State of New York, without regard to
\n
\nthe conflict of laws provisions thereof.<\/p>\n
29. JURISDICTION AND VENUE<\/p>\n
Each party hereby irrevocably and unconditionally submits to the
\n
\njurisdiction of the United States District Court for the Southern District of
\n
\nNew York and any New York State court located in the Borough of Manhattan in New
\n
\nYork City and of any appellate court from any thereof for the purposes of any
\n
\nlegal suit, action or proceeding arising out of or relating to this Agreement (a
\n
\n“PROCEEDING”). Each party hereby irrevocably agrees that all claims in respect
\n
\nof any Proceeding may be heard and determined in such Federal or New York State
\n
\ncourt and irrevocably waives, to the fullest extent it may effectively do so,
\n
\nany objection it may now or hereafter have to the laying of venue of any
\nProceeding in any of the aforementioned courts and the defense of an
\ninconvenient forum to the maintenance of any Proceeding.<\/p>\n
30. WAIVER OF TRIAL BY JURY<\/p>\n
EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
\nPROCEEDING
\nARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
\n
\nAGREEMENT.<\/p>\n
31. ACCOUNT CONDITIONS<\/p>\n
Each Account shall be subject to JPMorgan’s account conditions, as
\nin
\neffect from time to time.<\/p>\n
32. GUARANTY PROVISIONS<\/p>\n
In consideration of the services provided by JPMorgan under this
\n
\nAgreement, the Guarantor hereby absolutely, unconditionally and irrevocably
\n
\nguarantees (as primary obligor and not merely as surety) the due and punctual
\n
\npayment, when and as the same shall become due and payable, of each and every
\n
\nobligation of AXA Financial hereunder (each of the foregoing being an
\n“OBLIGATION” and, collectively, the “OBLIGATIONS”) at the time and place and
\n
\notherwise in accordance with the terms of this Agreement, irrespective of (i)
\n
\nthe validity, binding effect, legality, enforceability or modification to, or
\n
\namendment or waiver of, or compliance with, the Notes or this Agreement, (ii)
\n
\nwhether the Notes or this Agreement shall have been duly executed by the
\nrespective parties thereto, (iii) any change in the existence or structure of,
\n
\nor the bankruptcy or insolvency of, AXA Financial, (iv) the absence of any
\n
\naction to enforce any Obligation or the Notes or this Agreement or any
\ncollateral security or other guaranty thereof, (v) any extension, renewal,
\n
\nsettlement, compromise, waiver or release in respect of any Obligation, the
\n
\nNotes or this Agreement, (vi) the existence of any claim, set-off, counterclaim
\n
\nor other right that the Guarantor may have against AXA Financial, the
\nnoteholders or JPMorgan, or (vii) any other circumstance that might otherwise
\n
\nconstitute a legal or equitable discharge or defense of the Guarantor. The
\n
\nGuarantor hereby agrees that upon default in the payment when due of any
\nObligation it will forthwith cause the payment of each and every Obligation to
\n
\nbe made punctually to JPMorgan, when and as the same shall become due and
\npayable, and as if such payment were made by AXA Financial. The Guarantor hereby
\n
\nexpressly waives presentment, demand, protest or notice of any kind whatsoever,
\n
\nas well as any requirement that the noteholders, or JPMorgan on behalf of the
\n
\nnoteholders, file claims in the event of receivership or bankruptcy of AXA<\/p>\n
9<\/p>\n
Financial, or exhaust any right to take any action against AXA Financial or
\nwith
\nrespect to any collateral at any time securing the Obligations or any other
\n
\nguaranty thereof; and the Guarantor hereby consents to any and all extensions of
\n
\ntime of payment of any or all of the Obligations and to the release of any such
\n
\ncollateral or other guaranty. This guaranty is a guaranty of payment and not of
\n
\ncollection merely and shall be a continuing guaranty and, as such, shall remain
\n
\noperative and in full force and effect until all Obligations shall have been
\n
\npaid and actually received in full by the party to whom any such Obligation is
\n
\ndue. If at any time any payment of any Obligation is rescinded or must otherwise
\n
\nbe restored or returned upon the insolvency, bankruptcy, reorganization,
\ndissolution or liquidation of AXA Financial (or the appointment of a trustee,
\n
\nreceiver, intervenor or conservator or similar official for AXA Financial or any
\n
\nsubstantial part of its assets, the Guarantor’s obligations hereunder with
\n
\nrespect to such payment shall be reinstated at such time as though such payment
\n
\nhad not been made. The Guarantor hereby irrevocably agrees that it will not be
\n
\nentitled to enforce any right or remedy arising out of any right of subrogation
\n
\nthat it may have or be entitled to, by operation of law or otherwise, as a
\n
\nresult of payments by such Guarantor hereunder, until all Obligations have been
\n
\npaid and actually received in full by the party to whom any such Obligation is
\n
\ndue.<\/p>\n
33. AGENT FOR SERVICE OR PROCESS<\/p>\n
AXA, for the benefit of JPMorgan and the holders from time to time
\nof
\nthe Notes, hereby irrevocably appoints AXA Financial Inc., with offices on the
\n
\ndate hereof located at 1290 Avenue of the Americas, New York, NY 10104, and AXA
\n
\nFinancial hereby accepts such appointment, as its agent (the “AUTHORIZED AGENT”)
\n
\nupon which process may be served in any Proceeding and hereby agrees that
\nservice of process upon the Authorized Agent, by mail or delivery, shall be
\n
\ndeemed in every respect effective service of process upon it in any such
\nProceeding. AXA agrees to take any and all action, including, but not limited
\n
\nto, the execution and filing of all such documents and instruments, as may be
\n
\nnecessary to effect and continue the appointment by it of the Authorized Agent
\n
\nin full force and effect so long as any of the Notes shall be outstanding.
\n
\nNothing herein contained shall, however, in any manner limit the rights of
\n
\nJPMorgan or the holders of the Notes to serve process in any other manner
\npermitted by applicable law.<\/p>\n
34. WAIVER OF IMMUNITY<\/p>\n
AXA irrevocably waives, to the fullest extent permitted by
\napplicable
\nlaw, with respect to itself and its revenues and assets (irrespective of their
\n
\nuse or intended use), all immunity on the grounds of sovereign immunity or other
\n
\nsimilar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by
\n
\nway of injunction or order for specific performance or for recovery of property,
\n
\n(iv) attachment of its assets (whether before or after judgment) and (v)
\nexecution or enforcement of any judgment to which it or its revenues or assets
\n
\nmight otherwise be entitled in any Proceeding.<\/p>\n
35. WITHHOLDING TAXES<\/p>\n
AXA represents and warrants that there is no withholding or other
\n
\ndeduction for or on account of tax imposed by France or any political
\nsubdivision thereof or taxing authority therein from any interest paid in
\nrespect of the Notes, this Agreement, or any payments thereon, hereunder or
\n
\nunder the Guarantee. AXA agrees that in the event that any such tax, assessment
\n
\nor charge shall hereafter become applicable, it shall promptly notify JPMorgan
\n
\nin writing and further agrees that all amounts payable by it in respect of any
\n
\nNote, this Agreement or the Guarantee shall be paid without set-off or
\ncounterclaim and free and clear<\/p>\n
10<\/p>\n
of, and without deduction or withholding for or on account of, any present or
\n
\nfuture tax, assessment or other governmental charge on interest (collectively,
\n
\n“TAX”) imposed, levied, collected, assessed or required to be deducted, withheld
\n
\nor paid by or for the account of France or any taxing authority or political
\n
\nsubdivision thereof or therein. If any such Tax is required by law to be
\nwithheld or deducted from any such payment, AXA shall pay the full amount of
\n
\nsuch Tax and pay such additional amounts as may be necessary to ensure that the
\n
\nnet amount actually received by the person entitled to such payment is equal to
\n
\nthe amount such person would have received had no such Tax been withheld from
\n
\nsuch payment, provided that AXA shall not be required to pay any such additional
\n
\namount on account of any Tax that would not have been so imposed but for the
\n
\nexistence of any present or former personal or business connection between the
\n
\nperson entitled to such payment and France other than the mere receipt of such
\n
\npayment or the ownership or holding of such Note.<\/p>\n
36. JUDGMENT CURRENCY<\/p>\n
The obligation of AXA to make payment in lawful currency of the
\nUnited
\nStates of America (“DOLLARS”) of any and all amounts due hereunder, under the
\n
\nNotes or under the Guarantee shall not be discharged or satisfied by any tender
\n
\nor any recovery pursuant to any judgment in any currency other than Dollars,
\n
\nexcept to the extent that such tender or recovery shall result in the actual
\n
\nreceipt by JPMorgan in New York or the holders of the Notes of the full amount
\n
\nof Dollars payable hereunder, under the Notes or under the Guarantee, and shall
\n
\nbe enforceable as an alternative or additional cause of action for the purpose
\n
\nof recovering in Dollars the amount, if any, by which such actual receipt shall
\n
\nfall short of the full amount of Dollars so paid.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
\nexecuted
\non their behalf by duly authorized officers as of the day and year first-above
\n
\nwritten.<\/p>\n
11<\/p>\n
JPMORGAN CHASE BANK, AXA
\n NATIONAL ASSOCIATION<\/p>\n
By: \/s\/ Steven E. Charles By: \/s\/ Denis Duverne
\n ———————— ——————–
\nName: Steven E. Charles Name: Denis Duverne
\nTitle: Assistant Vice President Title: Chief Financial Officer and
\n
\n Member of the Management Board\n<\/p>\n
AXA FINANCIAL, INC.<\/p>\n
By: \/s\/ Kevin R. Byrne
\n ——————-
\n Name: Kevin R. Byrne
\n Title: Executive Vice President and
\n
\n Chief Investment Officer and
\n Treasurer<\/p>\n<\/p>\n
EXHIBIT A<\/p>\n
(DTC MASTER NOTE)<\/p>\n<\/p>\n
EXHIBIT B<\/p>\n
FORM OF GUARANTEE<\/p>\n
GUARANTEE<\/p>\n
GUARANTEE, dated as of __________, ____, of AXA SA, a societe anonyme a
\n
\ndirectoire et conseil de surveillance organized under the laws of France (the
\n
\n“Guarantor”). The Guarantor, for value received, hereby agrees as follows for
\n
\nthe benefit of the holders from time to time of the Notes hereinafter described:\n<\/p>\n
1. The Guarantor irrevocably guarantees payment in full, as and when the same
\n
\nbecomes due and payable, of the principal of and interest, if any, on the
\npromissory notes (the “Notes”) issued by AXA Financial, Inc., a Delaware
\ncorporation and a wholly-owned subsidiary of the Guarantor (the “Issuer”), from
\n
\ntime to time pursuant to the Issuing and Paying Agency Agreement, dated as of
\n
\n__________, ____, as the same may be amended, supplemented or modified from time
\n
\nto time, between the Issuer , the Guarantor, and JPMorgan Chase Bank, National
\n
\nAssociation (the “Agreement”).<\/p>\n
2. The Guarantor’s obligations under this Guarantee shall be unconditional,
\n
\nirrespective of the validity or enforceability of any provision of the Agreement
\n
\nor the Notes.<\/p>\n
3. This Guarantee is a guaranty of the due and punctual payment (and not
\nmerely
\nof collection) of the principal of and interest, if any, on the Notes by the
\n
\nIssuer and shall remain in full force and effect until all amounts have been
\n
\nvalidly, finally and irrevocably paid in full, and shall not be affected in any
\n
\nway by any circumstance or condition whatsoever, including without limitation
\n
\n(a) the absence of any action to obtain such amounts from the Issuer, (b) any
\n
\nvariation, extension, waiver, compromise or release of any or all of the
\nobligations of the Issuer under the Agreement or the Notes or of any collateral
\n
\nsecurity therefore or (c) any change in the existence or structure of, or the
\n
\nbankruptcy or insolvency of, the Issuer or by any other circumstance (other than
\n
\nby complete, irrevocable payment) that might otherwise constitute a legal or
\n
\nequitable discharge or defense of a guarantor or surety. The Guarantor waives
\n
\nall requirements as to diligence, presentment, demand for payment, protest and
\n
\nnotice of any kind with respect to the Agreement and the Notes.<\/p>\n
4. In the event of a default in payment of principal of or interest on any
\n
\nNotes, the holders of such Notes, may institute legal proceedings directly
\n
\nagainst the Guarantor to enforce this Guarantee without first proceeding against
\n
\nthe Issuer.<\/p>\n
5. This Guarantee shall remain in full force and effect or shall be
\nreinstated
\n(as the case may be) if at any time any payment by the Issuer of the principal
\n
\nof or interest, if any, on the Notes, in whole or in part, is rescinded or must
\n
\notherwise be returned by the holder upon the insolvency, bankruptcy or
\nreorganization of the Issuer or otherwise, all as though such payment had not
\n
\nbeen made.<\/p>\n
6. This Guarantee shall be governed by and construed in accordance with the
\nlaws
\nof the State of New York.<\/p>\n
7. (a) The Guarantor hereby irrevocably accepts and submits to the
\nnon-exclusive
\njurisdiction of the United States federal courts located in the Borough of
\n
\nManhattan and the courts of the State of New York located in the Borough of
\n
\nManhattan.<\/p>\n
(b) The Guarantor hereby irrevocably designates, appoints and empowers AXA
\n
\nFinancial, Inc, with offices at 1290 Avenue of the Americas, New York, New York,
\n
\n10104,<\/p>\n<\/p>\n
as its designee, appointee and agent to receive, accept and acknowledge for
\nand
\non its behalf, and its properties, assets and revenues, service for any and all
\n
\nlegal process, summons, notices and documents which may be served in any such
\n
\naction, suit or proceeding brought in the courts listed in Section 7(a) which
\n
\nmay be made on such designee, appointee and agent in accordance with legal
\n
\nprocedures prescribed for such courts, with respect to any suit, action or
\n
\nproceeding in connection with or arising out of this Guarantee. If for any
\n
\nreason such designee, appointee and agent hereunder shall cease to be available
\n
\nto act as such, the Guarantor agrees to designate a new designee, appointee and
\n
\nagent in the City of New York on the terms and for the purposes of this Section
\n
\n7. The Guarantor further hereby irrevocably consents and agrees to the service
\n
\nof any and all legal process, summons, notices and documents out of any of the
\n
\naforesaid courts in any such action, suit or proceeding by serving a copy
\nthereof upon the agent for service of process referred to in this Section 7
\n
\n(whether or not the appointment of such agent shall for any reason prove to be
\n
\nineffective or such agent shall accept or acknowledge such service) or by
\nmailing copies thereof by registered or certified airmail, postage prepaid, to
\n
\nit at its address specified in or designated pursuant to this Guarantee. The
\n
\nGuarantor agrees that the failure of any such designee, appointee and agent to
\n
\ngive any notice of such service to it shall not impair or affect in any way the
\n
\nvalidity of such service or any judgment rendered in any action or proceeding
\n
\nbased thereon. Nothing herein shall in any way be deemed to limit the ability of
\n
\nthe holders of any Notes to serve any such legal process, summons, notices and
\n
\ndocuments in any other manner permitted by applicable law or to obtain
\njurisdiction over the undersigned or bring actions, suits or proceedings against
\n
\nthe undersigned in such other jurisdictions, and in such other manner, as may be
\n
\npermitted by applicable law. The Guarantor hereby irrevocably and
\nunconditionally waives any objection which it may now or hereafter have to the
\n
\nlaying of venue of any of the aforesaid actions, suits or proceedings arising
\n
\nout of or in connection with this Guarantee brought in the courts listed in
\n
\nSection 7(a) and hereby further irrevocably and unconditionally waives and
\n
\nagrees not to plead or claim in any such court that any such action, suit or
\n
\nproceeding brought in any such court has been brought in an inconvenient forum.\n<\/p>\n
8. Any payments under this Guarantee shall be in United States dollars and
\nshall
\nbe made without withholding for or deduction of any taxes or duties imposed or
\n
\nlevied by or on behalf of France or any political subdivision or any authority
\n
\nthereof or therein having the power to tax. If French law should require that
\n
\npayments under this Guarantee be subject to deduction or withholding in respect
\n
\nof any taxes or duties whatsoever, the Guarantor will, to the fullest extent
\n
\nthen permitted by law, pay such additional amounts as shall result in receipt by
\n
\nthe persons entitled to such payment of such amounts as would have been received
\n
\nby them had no such withholding or deduction been required, provided that the
\n
\nGuarantor shall not be required to pay any such additional amount on account of
\n
\nany tax that would not have been so imposed but for the existence of any present
\n
\nor former personal or business connection between the person entitled to such
\n
\npayment and France other than the mere receipt of such payment or the ownership
\n
\nor holding of Notes.<\/p>\n
9. The Guarantor agrees to indemnify each holder from time to time of Notes
\n
\nagainst any loss incurred by such holder as a result of any judgment or order
\n
\nbeing given or made for any amount due hereunder or thereunder and such judgment
\n
\nor order being expressed and paid in a currency (the “Judgment Currency”) other
\n
\nthan United States dollars and as a result of any variation as between (i) the
\n
\nrate of exchange at which the United States dollar amount is converted into the
\n
\nJudgment Currency for the purpose of such judgment or order, and (ii) the rate
\n
\nof exchange at which such holder is able to purchase United States dollars with
\n
\nthe amount of Judgment Currency actually received by such holder. The foregoing
\n
\nindemnity shall constitute a separate and independent obligation of the
\nGuarantor and shall continue in full force and effect notwithstanding any such
\n
\njudgment or order as aforesaid.<\/p>\n<\/p>\n
The term “rate of exchange” shall include any reasonable premiums and costs
\nof
\nexchange payable in connection with the purchase of, or conversion into, the
\n
\nrelevant currency.<\/p>\n
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
\nexecuted
\nas of the day and year first above written.<\/p>\n
AXA SA
\n By:<\/p>\n<\/p>\n
EXHIBIT C<\/p>\n
(DTC LETTER OF REPRESENTATIONS)<\/p>\n<\/p>\n
EXHIBIT D-1<\/p>\n
(FORM OF CRAVATH OPINION AS ISSUER’S COUNSEL)
\n [TO BE CONFORMED TO OPINION DELIVERED UNDER DMA]<\/p>\n<\/p>\n
EXHIBIT D-2<\/p>\n
(FORM OF GENERAL COUNSEL OPINION)
\n [TO BE CONFORMED TO OPINION DELIVERED UNDER DMA]<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6826],"corporate_contracts_industries":[9445],"corporate_contracts_types":[9560,9568],"class_list":["post-40908","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-axa-financial-inc","corporate_contracts_industries-insurance__life","corporate_contracts_types-finance","corporate_contracts_types-finance__note"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40908","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40908"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40908"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40908"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40908"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}