EXECUTION COPY


COMMERCIAL
PAPER DEALER AGREEMENT


4(2) Program - Foreign Issuer and Guaranteed


Among:

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

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

CITIGROUP GLOBAL MARKETS INC. as Dealer.

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

Dated as of


June 3, 2009


COMMERCIAL PAPER DEALER AGREEMENT
4(2) PROGRAM

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

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

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

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

1.   OFFERS, SALES AND RESALES OF NOTES.

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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