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Letter Of Transmittal - AXA - 11-21-2000

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Letter Of Transmittal - AXA - 11-21-2000 Powered By Docstoc
					EXHIBIT 99.2 LETTER OF TRANSMITTAL TO TENDER SHARES OF AXA FINANCIAL, INC. COMMON STOCK Pursuant to the Offer by AXA & AXA Merger Corp. to Exchange All Outstanding Shares of AXA Financial, Inc. Common Stock for 0.295 of an AXA American Depositary Share and $35.75 in Cash Per Share --READ THE INSTRUCTIONS WHICH CONSTITUTE A PART OF THIS LETTER OF TRANSMITTAL & THE PROSPECTUS DATED NOVEMBER 21, 2000 OF AXA CAREFULLY BEFORE COMPLETING-THIS LETTER OF TRANSMITTAL WITH ANY ACCOMPANYING SHARE CERTIFICATES MUST BE RECEIVED BY FIRST CHICAGO TRUST COMPANY OF NEW YORK (THE "EXCHANGE AGENT") BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------------------------------NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER OF SHARES OF AXA FINANCIAL COMMON (SEE INSTRUCTION 3.) STOCK OWNED BY YOU OR HELD ON YOUR BEHALF --------------------------------------------------------------------------------------------------------CERTIFICATED SHARES: DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN SHARES: plus any shares from 4th quarter 2000 dividend ------------------------------------------TAXPAYER ID NUMBER: -------------------------------------------

--------------------------------------------------------------------------------------------------------BOX A DESCRIPTION OF SHARES TENDERED* (See Instruction 1.) --------------------------------------------------------------------------------------------------------SHARES HELD IN CERTIFICATED FORM (See Instruction 2.) NUMBER OF DIV -------------------------------------------------------------------------SHARE CERTIFICATE NUMBER(S) TOTAL NUMBER OF SHARES NUMBER OF CERTIFICATED REINVESTMENT EVIDENCED BY SHARE SHARES TENDERED** STOCK PURCHASE PLA CERTIFICATE(S) SHARES TENDER --------------------------------------------------------------------------------------------------------/ / all DRIP shares above ----------------------------------------------------------------------------------/ / DRIP shares** ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------* Need not be completed by stockholders tendering Shares held in book-entry form through The Depository Company. ** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES EVIDENCED BY EACH SHARE CERTIFICATE DEL THE EXCHANGE AGENT AND ALL SHARES HELD ON YOUR BEHALF PURSUANT TO THE DRIP, INCLUDING ANY SHARES CREDI CREDITED TO YOUR DRIP ACCOUNT IN CONNECTION WITH THE DIVIDEND PAID BY AXA FINANCIAL IN THE FOURTH QUAR ARE BEING TENDERED HEREBY. (See Instruction 4.) ---------------------------------------------------------------------------------------------------------

/ /

MARK THIS BOX IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY EXCHANGE AGENT. (See Instruction 1.)

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Mark this box ONLY if you wish to provide for / / Mark this box ONLY if you wish to p special issuance instructions. (Complete Box B special delivery instructions. (Com below) below) ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------BOX B SPECIAL ISSUANCE INSTRUCTIONS BOX C SPECIAL DELIVERY INS (See Instructions 8, 9, 10, 11.) (See Instructions 8, 9, 11. --------------------------------------------------------------------------------------------------------If you want your AXA ADSs, cash and certificates evidencing Fill in ONLY if mailing to someone other th Shares not exchanged to be issued in another name, fill in undersigned or to the undersigned at an add this section with the information for the new account and that shown on the top of this Letter of Tra provide for signature guarantee on the reverse side. AXA ADS account statement, cash and certifi Shares not exchanged to: -----------------------------------------------------------Name (Please Print First, Middle & Last Name) -----------------------------------------------------------Address (Number and Street) -----------------------------------------------------------(City, State & Zip Code) ------------------------------------------Name (Please Print First, Middle & L ------------------------------------------Address (Number and Street) -------------------------------------------

------------------------------------------------------------ ------------------------------------------(Taxpayer ID or Social Security Number) (City, State & Zip Code) ---------------------------------------------------------------------------------------------------------

/ /

FOR CURRENT DRIP PARTICIPANTS ONLY: Mark this box if you DO NOT want the dividends, if any, that are paid on your AXA ADSs to be reinvested in additional AXA ADSs pursuant to the AXA Dividend Reinvestment Plan. If you do not mark this box, dividends will automatically be reinvested in additional AXA ADSs pursuant to this plan.

YOU MUST COMPLETE THIS SUBSTITUTE FORM W-9 (See Instructions 6 and 7.)
-----------------------------------------BOX D SUBSTITUTE FORM W-9 -----------------------------------------If the Taxpayer ID Number printed at the top of the reverse side is INCORRECT, -------------cross it out and write in the CORRECT Corrected Taxpayer number here. ID Number Under penalties of perjury, I certify that: (1) the number printed on the other side of this form or the corrected number above is my correct Taxpayer ID Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (A) I am exempt from backup withholding (check "Exempt Payee" box below), or (B) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the IRS has notified me that I am no longer subject to backup withholding. (You must cross out this item (2) if you have been notified by the IRS that you are currently subject to backup withholding.) / / Awaiting Taxpayer ID Number / / Exempt Payee (See Instruction 7.) Signature -----------------------------------------Date YOU MUST COMPLETE THE FOLLOWING IF YOU CHECKED THE AWAITING TAXPAYER ID SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER ID NUMBER I certify under penalties of perjury that identification number has not been issued (a) I have mailed or delivered an applica taxpayer identification number to the app Revenue Service Center or Social Security Office or (b) I intend to mail or deliver the near future. I understand that if I d taxpayer identification number to the Exc all reportable payments made to me will b be refunded to me if I provide a certifie identification number within 60 days.

Signature

BY SIGNING BELOW, THE UNDERSIGNED HEREBY: (1) TENDERS to AXA and AXA Merger Corp. (together, the "Offerors") the shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc. described in Box A on the reverse side, pursuant to the Offerors' joint offer to exchange 0.295 of an American depositary share of AXA and $35.75 in cash for each such outstanding Share, upon the terms and subject to the conditions set forth in this Letter of Transmittal (including the Instructions hereto and as amended or supplemented from time to time, the "Letter of Transmittal") and in the Prospectus dated November 21, 2000, receipt of which is hereby acknowledged (as amended or supplemented, the "Prospectus" which together with the Letter of Transmittal constitute the "Offer").

YOU MUST COMPLETE THIS SUBSTITUTE FORM W-9 (See Instructions 6 and 7.)
-----------------------------------------BOX D SUBSTITUTE FORM W-9 -----------------------------------------If the Taxpayer ID Number printed at the top of the reverse side is INCORRECT, -------------cross it out and write in the CORRECT Corrected Taxpayer number here. ID Number Under penalties of perjury, I certify that: (1) the number printed on the other side of this form or the corrected number above is my correct Taxpayer ID Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (A) I am exempt from backup withholding (check "Exempt Payee" box below), or (B) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the IRS has notified me that I am no longer subject to backup withholding. (You must cross out this item (2) if you have been notified by the IRS that you are currently subject to backup withholding.) / / Awaiting Taxpayer ID Number / / Exempt Payee (See Instruction 7.) Signature -----------------------------------------Date YOU MUST COMPLETE THE FOLLOWING IF YOU CHECKED THE AWAITING TAXPAYER ID SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER ID NUMBER I certify under penalties of perjury that identification number has not been issued (a) I have mailed or delivered an applica taxpayer identification number to the app Revenue Service Center or Social Security Office or (b) I intend to mail or deliver the near future. I understand that if I d taxpayer identification number to the Exc all reportable payments made to me will b be refunded to me if I provide a certifie identification number within 60 days.

Signature

BY SIGNING BELOW, THE UNDERSIGNED HEREBY: (1) TENDERS to AXA and AXA Merger Corp. (together, the "Offerors") the shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc. described in Box A on the reverse side, pursuant to the Offerors' joint offer to exchange 0.295 of an American depositary share of AXA and $35.75 in cash for each such outstanding Share, upon the terms and subject to the conditions set forth in this Letter of Transmittal (including the Instructions hereto and as amended or supplemented from time to time, the "Letter of Transmittal") and in the Prospectus dated November 21, 2000, receipt of which is hereby acknowledged (as amended or supplemented, the "Prospectus" which together with the Letter of Transmittal constitute the "Offer"). (2) Subject to, and effective upon, acceptance for exchange of the Shares tendered herewith, in accordance with the terms of the Offer, SELLS, ASSIGNS AND TRANSFERS to, or upon the order of, the Offerors all right, title and interest in, to and under all of the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof (collectively, "Distributions")) and IRREVOCABLY APPOINTS THE EXCHANGE AGENT the true and LAWFUL AGENT AND ATTORNEY-IN-FACT of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to exercise all rights of beneficial ownership with respect to such Shares, including the right to transfer, as set forth in Clause (A) of the Instructions hereto. (3) IRREVOCABLY APPOINTS Edward Miller, Gerard de La Martiniere, Denis Duverne and any other designee of the Offerors, and each of them, AS THE ATTORNEYS-IN-FACT AND PROXIES of the undersigned, each with full power of substitution and re-substitution, to the full extent of the rights of the undersigned with respect to all of the Shares (including any and all Distributions) tendered hereby which have been accepted for exchange by the Offerors, including full voting and other rights to be exerciseable immediately upon the Offerors acceptance of such Shares for exchange as further detailed in Clause (B) of the Instructions hereto. This proxy and power of attorney is coupled with an interest in the Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for exchange of such Shares by the Offerors in accordance with the terms of the Offer. Such acceptance for exchange shall, without further action, revoke all other powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent power of attorney or proxy shall be given or written consent executed (and if given or executed shall not be effective) by the undersigned with respect thereto. (4) Certifies that the REPRESENTATIONS, WARRANTIES, AGREEMENTS AND UNDERSTANDINGS set out in Clauses (C) through (G) of the Instructions to this Letter of Transmittal are TRUE AND CORRECT.

REMEMBER TO SIGN AND DATE THIS LETTER OF TRANSMITTAL BELOW (See Instruction 9.)

--SIGN EXACTLY AS NAME APPEARS ON SHARE CERTIFICATE(S) OR SECURITY POSITION LISTING-Date Shareholder sign here Co-Owner(s) sign here Date

Daytime Telephone # --If signature above is by person acting in fiduciary or representative capacity, provide the following i Name Capacity

Name of Firm Address --IF REQUIRED, PROVIDE SIGNATURE GUARANTEE (NOTARY PUBLIC INSUFFICIENT): (See Instructions 8, 9, 10.) Medallion Guarantee Here:

P

--------------------------------------------------------------------------------------------------------(Authorized Signature(s) and Date) --------------------------------------------------------------------------------------------------------(Name and Title of Officer Signing this Guarantee) --------------------------------------------------------------------------------------------------------(Name and Daytime Telephone of Guarantor--Please Print) --------------------------------------------------------------------------------------------------------(Address of Guarantor Firm)

BOX E

AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S) Instruction 5.) AFFIDAVIT IS INVALID IF NOT SIGNED AND NOTARIZED BELOW

(See

Complete this form only if you cannot locate some or all of your AXA

Financial, Inc. Common Stock certificates. If you have lost or destroyed certificates with a value of $100,000 or more, please call toll free (866) 678-2293 for additional information. Please print clearly.
Taxpayer ID: TOTAL SHARES LOST Please Fill In Certificate No(s) if Known

Number of Shares

Attach separate schedule if needed.

I certify that I am the lawful owner of the above shares described. These shares have not been pledged or endorsed, and no other person, firm, corporation, agency or government has asserted any right or title, claim, equity or interest in this (these) certificate(s). I have made a diligent search for the certificate(s), and I have been unable to find it (them). I agree (for myself, my heirs, assigns and personal representatives), in consideration of the exchange of the shares represented by the certificate(s), to completely indemnify, protect and hold harmless each of GENERAL INSURANCE COMPANY OF AMERICA, AXA, AXA Merger Corp., AXA Financial, Inc. and First Chicago Trust Company of New York and their respective affiliates collectively, from and against any and all losses, costs and damages which they may be subject to, or liable for, as enumerated in your file. I agree that this form is attached to and made part of Blanket Bond Number 5926165 underwritten by GENERAL INSURANCE COMPANY OF AMERICA to protect AXA, AXA Merger Corp., AXA Financial, Inc., and First Chicago Trust Company of New York, and their respective affiliates. I agree to surrender the certificate(s) for its (their) cancellation if I find it (them) at any time.

--SIGN EXACTLY AS NAME APPEARS ON SHARE CERTIFICATE(S) OR SECURITY POSITION LISTING-Date Shareholder sign here Co-Owner(s) sign here Date

Daytime Telephone # --If signature above is by person acting in fiduciary or representative capacity, provide the following i Name Capacity

Name of Firm Address --IF REQUIRED, PROVIDE SIGNATURE GUARANTEE (NOTARY PUBLIC INSUFFICIENT): (See Instructions 8, 9, 10.) Medallion Guarantee Here:

P

--------------------------------------------------------------------------------------------------------(Authorized Signature(s) and Date) --------------------------------------------------------------------------------------------------------(Name and Title of Officer Signing this Guarantee) --------------------------------------------------------------------------------------------------------(Name and Daytime Telephone of Guarantor--Please Print) --------------------------------------------------------------------------------------------------------(Address of Guarantor Firm)

BOX E

AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S) Instruction 5.) AFFIDAVIT IS INVALID IF NOT SIGNED AND NOTARIZED BELOW

(See

Complete this form only if you cannot locate some or all of your AXA

Financial, Inc. Common Stock certificates. If you have lost or destroyed certificates with a value of $100,000 or more, please call toll free (866) 678-2293 for additional information. Please print clearly.
Taxpayer ID: TOTAL SHARES LOST Please Fill In Certificate No(s) if Known

Number of Shares

Attach separate schedule if needed.

I certify that I am the lawful owner of the above shares described. These shares have not been pledged or endorsed, and no other person, firm, corporation, agency or government has asserted any right or title, claim, equity or interest in this (these) certificate(s). I have made a diligent search for the certificate(s), and I have been unable to find it (them). I agree (for myself, my heirs, assigns and personal representatives), in consideration of the exchange of the shares represented by the certificate(s), to completely indemnify, protect and hold harmless each of GENERAL INSURANCE COMPANY OF AMERICA, AXA, AXA Merger Corp., AXA Financial, Inc. and First Chicago Trust Company of New York and their respective affiliates collectively, from and against any and all losses, costs and damages which they may be subject to, or liable for, as enumerated in your file. I agree that this form is attached to and made part of Blanket Bond Number 5926165 underwritten by GENERAL INSURANCE COMPANY OF AMERICA to protect AXA, AXA Merger Corp., AXA Financial, Inc., and First Chicago Trust Company of New York, and their respective affiliates. I agree to surrender the certificate(s) for its (their) cancellation if I find it (them) at any time. NOTARY REQUIRED FOR REPLACEMENT OF CERTIFICATES AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND/OR A CHECK IS NOT INCLUDED
X Signed by Affiant (stockholder) --------------------------------------on this (date)

BOX E

AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S) Instruction 5.) AFFIDAVIT IS INVALID IF NOT SIGNED AND NOTARIZED BELOW

(See

Complete this form only if you cannot locate some or all of your AXA

Financial, Inc. Common Stock certificates. If you have lost or destroyed certificates with a value of $100,000 or more, please call toll free (866) 678-2293 for additional information. Please print clearly.
Taxpayer ID: TOTAL SHARES LOST Please Fill In Certificate No(s) if Known

Number of Shares

Attach separate schedule if needed.

I certify that I am the lawful owner of the above shares described. These shares have not been pledged or endorsed, and no other person, firm, corporation, agency or government has asserted any right or title, claim, equity or interest in this (these) certificate(s). I have made a diligent search for the certificate(s), and I have been unable to find it (them). I agree (for myself, my heirs, assigns and personal representatives), in consideration of the exchange of the shares represented by the certificate(s), to completely indemnify, protect and hold harmless each of GENERAL INSURANCE COMPANY OF AMERICA, AXA, AXA Merger Corp., AXA Financial, Inc. and First Chicago Trust Company of New York and their respective affiliates collectively, from and against any and all losses, costs and damages which they may be subject to, or liable for, as enumerated in your file. I agree that this form is attached to and made part of Blanket Bond Number 5926165 underwritten by GENERAL INSURANCE COMPANY OF AMERICA to protect AXA, AXA Merger Corp., AXA Financial, Inc., and First Chicago Trust Company of New York, and their respective affiliates. I agree to surrender the certificate(s) for its (their) cancellation if I find it (them) at any time. NOTARY REQUIRED FOR REPLACEMENT OF CERTIFICATES AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND/OR A CHECK IS NOT INCLUDED
X Signed by Affiant (stockholder) --------------------------------------(Deponent) (Indemnitor) (Heirs Individually) on this (date)

X Signed by Affiant (stockholder) Month Day Year

State of ------------

County of -------------------

Notary Signature

-----------------------------------------------Printed Name of Notary -----------------------------------------------Sworn to me and subscribed to me this My Commission Expires ------------------------------------------------------------------------------------------------(Month/Day/Year) (Month/Day/Year)

REPLACEMENT INSURANCE PREMIUM CALCULATION FOR LOST STOCK CERTIFICATES. $1.00 X ------------------------------(SHARES LOST) -------------------------------(INSURANCE PREMIUM PER SHARE) = --------------------(TOTAL PREMIUM

Please make your check payable to GENERAL INSURANCE COMPANY OF AMERICA and enclose it with the Lett Transmittal.

DO NOT DETACH

THIS IS TO ACKNOWLEDGE RECEIPT OF YOUR LETTER OF TRANSMITTAL AND ANY ACCOMPANYING DOCUMENTS SUBMITTED TO OUR FIRM PURSUANT TO THE OFFER BY AXA AND AXA MERGER CORP. TO EXCHANGE SHARES OF AXA FINANCIAL, INC. COMMON STOCK FOR AMERICAN DEPOSITARY SHARES OF AXA AND CASH. YOU WILL BE NOTIFIED BY MAIL IF THERE IS A DEFECT IN YOUR TENDER PREVENTING YOUR TENDER FROM BEING ACCEPTED FOR EXCHANGE IN THE OFFER. CORPORATE ACTIONS DEPARTMENT FIRST CHICAGO TRUST COMPANY OF NEW YORK

AXA & AXA MERGER CORP. OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF AXA FINANCIAL, INC. COMMON STOCK PURSUANT TO THE PROSPECTUS DATED NOVEMBER 21, 2000 INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER THE EXCHANGE AGENT FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: First Chicago Trust Company of New York Corporate Actions Dept. P.O. Box 43026 Providence, RI 02940-3026 BY OVERNIGHT COURIER: First Chicago Trust Company of New York 40 Campanelli Drive Braintree, MA 02184 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services Inc. 100 William Street--Galleria New York, NY 10038

AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), are jointly offering to exchange, for each outstanding share of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75, net to the seller, in cash, without interest thereon. Shares held by AXA or its subsidiaries will not be exchanged in the Offer (as defined below). No fractional AXA ADSs will be given as part of the consideration for Shares accepted for exchange. This offer to exchange is being made upon the terms and subject to the conditions set forth in the Letter of Transmittal and these Instructions thereto which constitute a part thereof (together, as amended or supplemented from time to time, the "Letter of Transmittal") and in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus" which together with the Letter of Transmittal constitute the "Offer"). The Offerors reserve the right to transfer or assign, in whole, or from time to time in part, to each other or to one or more other direct or indirect wholly owned subsidiaries of AXA all or any portion of the issued and outstanding Shares tendered pursuant to the Offer or their respective rights and obligations to accept for exchange and acquire all or any portion of the issued and outstanding Shares tendered pursuant to the Offer. Any such transfer or assignment will not relieve the Offerors of their respective obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive the consideration for Shares validly tendered and accepted for exchange pursuant to the Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of October 17, 2000 (the "Merger Agreement") among AXA, Merger Sub and the Company. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

THIS IS TO ACKNOWLEDGE RECEIPT OF YOUR LETTER OF TRANSMITTAL AND ANY ACCOMPANYING DOCUMENTS SUBMITTED TO OUR FIRM PURSUANT TO THE OFFER BY AXA AND AXA MERGER CORP. TO EXCHANGE SHARES OF AXA FINANCIAL, INC. COMMON STOCK FOR AMERICAN DEPOSITARY SHARES OF AXA AND CASH. YOU WILL BE NOTIFIED BY MAIL IF THERE IS A DEFECT IN YOUR TENDER PREVENTING YOUR TENDER FROM BEING ACCEPTED FOR EXCHANGE IN THE OFFER. CORPORATE ACTIONS DEPARTMENT FIRST CHICAGO TRUST COMPANY OF NEW YORK

AXA & AXA MERGER CORP. OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF AXA FINANCIAL, INC. COMMON STOCK PURSUANT TO THE PROSPECTUS DATED NOVEMBER 21, 2000 INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER THE EXCHANGE AGENT FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: First Chicago Trust Company of New York Corporate Actions Dept. P.O. Box 43026 Providence, RI 02940-3026 BY OVERNIGHT COURIER: First Chicago Trust Company of New York 40 Campanelli Drive Braintree, MA 02184 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services Inc. 100 William Street--Galleria New York, NY 10038

AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), are jointly offering to exchange, for each outstanding share of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75, net to the seller, in cash, without interest thereon. Shares held by AXA or its subsidiaries will not be exchanged in the Offer (as defined below). No fractional AXA ADSs will be given as part of the consideration for Shares accepted for exchange. This offer to exchange is being made upon the terms and subject to the conditions set forth in the Letter of Transmittal and these Instructions thereto which constitute a part thereof (together, as amended or supplemented from time to time, the "Letter of Transmittal") and in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus" which together with the Letter of Transmittal constitute the "Offer"). The Offerors reserve the right to transfer or assign, in whole, or from time to time in part, to each other or to one or more other direct or indirect wholly owned subsidiaries of AXA all or any portion of the issued and outstanding Shares tendered pursuant to the Offer or their respective rights and obligations to accept for exchange and acquire all or any portion of the issued and outstanding Shares tendered pursuant to the Offer. Any such transfer or assignment will not relieve the Offerors of their respective obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive the consideration for Shares validly tendered and accepted for exchange pursuant to the Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of October 17, 2000 (the "Merger Agreement") among AXA, Merger Sub and the Company. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.

AXA & AXA MERGER CORP. OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF AXA FINANCIAL, INC. COMMON STOCK PURSUANT TO THE PROSPECTUS DATED NOVEMBER 21, 2000 INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER THE EXCHANGE AGENT FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: First Chicago Trust Company of New York Corporate Actions Dept. P.O. Box 43026 Providence, RI 02940-3026 BY OVERNIGHT COURIER: First Chicago Trust Company of New York 40 Campanelli Drive Braintree, MA 02184 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services Inc. 100 William Street--Galleria New York, NY 10038

AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), are jointly offering to exchange, for each outstanding share of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75, net to the seller, in cash, without interest thereon. Shares held by AXA or its subsidiaries will not be exchanged in the Offer (as defined below). No fractional AXA ADSs will be given as part of the consideration for Shares accepted for exchange. This offer to exchange is being made upon the terms and subject to the conditions set forth in the Letter of Transmittal and these Instructions thereto which constitute a part thereof (together, as amended or supplemented from time to time, the "Letter of Transmittal") and in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus" which together with the Letter of Transmittal constitute the "Offer"). The Offerors reserve the right to transfer or assign, in whole, or from time to time in part, to each other or to one or more other direct or indirect wholly owned subsidiaries of AXA all or any portion of the issued and outstanding Shares tendered pursuant to the Offer or their respective rights and obligations to accept for exchange and acquire all or any portion of the issued and outstanding Shares tendered pursuant to the Offer. Any such transfer or assignment will not relieve the Offerors of their respective obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive the consideration for Shares validly tendered and accepted for exchange pursuant to the Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of October 17, 2000 (the "Merger Agreement") among AXA, Merger Sub and the Company. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. By tendering your Shares pursuant to the Offer and signing the Letter of Transmittal: (A) You irrevocably appoint First Chicago Trust Company of New York (the "Exchange Agent") as your true and lawful agent and attorney-in-fact with respect to such Shares (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof (collectively, "Distributions")), with full power of substitution (such power of

attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates evidencing such Shares (and any and all Distributions), or transfer ownership of such shares (and any and all Distributions) on the account books maintained by The Depository Trust Company ("DTC") or held otherwise by you or on

attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates evidencing such Shares (and any and all Distributions), or transfer ownership of such shares (and any and all Distributions) on the account books maintained by The Depository Trust Company ("DTC") or held otherwise by you or on your behalf in book-entry form, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Offerors, (ii) present such shares (and any and all Distributions) for registration of transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer. (B) You empower the designees of the Offerors, as your attorneys-in-fact and proxies, to vote in such manner as each such attorney-in-fact and proxy or any substitute shall, in his sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all such Shares (and any and all Distributions) which have been accepted for exchange by the Offerors prior to the time of such vote or other action which you are entitled to vote at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or consent in lieu of any such meeting or otherwise. You understand and acknowledge that, in order for Shares to be deemed validly tendered, immediately upon the Offerors' acceptance of such Shares for exchange, the Offerors or the Offerors' designees must be able to exercise full voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, voting at any meeting of the Company's stockholders then scheduled. (C) You represent and warrant that you have the full power and authority to tender, sell, assign and transfer the Shares tendered and all Distributions, that you own the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when the same are accepted for exchange by the Offerors, the Offerors will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. (D) You agree, upon request, to execute and deliver all additional documents deemed by the Exchange Agent or the Offerors to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered and all Distributions. In addition, you agree to remit and transfer promptly to the Exchange Agent for the account of the Offerors all Distributions in respect of the Shares tendered, accompanied by appropriate documentation of transfer, and that pending such remittance and transfer or appropriate assurance thereof, the Offerors shall be entitled to all rights and privileges as owners of each such Distribution and may withhold the consideration to be given in exchange for the Shares tendered, or deduct from such consideration, the amount or value of such Distribution as determined by the Offerors in their sole discretion. (E) You recognize that no authority conferred or agreed to be conferred in the Letter of Transmittal will be affected by, and all such authority shall survive, your death or incapacity. All of your obligations under the Letter of Transmittal shall be binding upon your heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns. (F) You understand that tenders of Shares pursuant to any one of the procedures described in the Prospectus under "THE EXCHANGE OFFER--Procedure for Tendering" and in these Instructions will constitute your acceptance of the terms and conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). The Offerors' acceptance of such Shares for exchange will constitute a binding agreement between yourself and the Offerors upon the terms and subject to the conditions of the Offer. You recognize that under certain circumstances set forth in the Prospectus, the Offerors may not be required to accept for exchange any of the Shares tendered. 2

(G) You understand that, except as stated in the Prospectus, your tender is irrevocable. 1. DELIVERY OF LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND SHARES; GUARANTEED DELIVERY PROCEDURES. The Letter of Transmittal is to be returned to the Exchange Agent if certificates representing Shares are to be forwarded herewith to the Exchange Agent or if Shares held on

(G) You understand that, except as stated in the Prospectus, your tender is irrevocable. 1. DELIVERY OF LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND SHARES; GUARANTEED DELIVERY PROCEDURES. The Letter of Transmittal is to be returned to the Exchange Agent if certificates representing Shares are to be forwarded herewith to the Exchange Agent or if Shares held on your behalf pursuant to the Company Dividend Reinvestment and Stock Purchase Plan ("DRIP Shares") are being tendered. If Shares are held through DTC and will be delivered by book-entry transfer through DTC pursuant to the procedure set forth under "THE EXCHANGE OFFER--Procedure for Tendering--Book-Entry Transfer" in the Prospectus, an Agent's Message should be utilized instead. An "Agent's Message" is a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a confirmation ("Book-Entry Confirmation") of a book-entry transfer into the Exchange Agent's account at DTC of Shares delivered by bookentry, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Offerors may enforce such agreement against the participant. Certificates evidencing all physically tendered Shares, or a Book-Entry Confirmation of Shares delivered by book-entry through DTC, as well as a properly completed and duly executed Letter of Transmittal with any required signature guarantees or, in the case of a book-entry transfer through DTC, an Agent's Message, and any other documents required by the Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth above prior to the Expiration Date. If certificates representing Shares are forwarded to the Exchange Agent in multiple deliveries or if DRIP Shares are not tendered all at one time, a properly completed and duly executed Letter of Transmittal must accompany each such delivery and tender. Any certificates or documents to be delivered to the Exchange Agent can be enclosed in the return envelope that has been provided. It is recommended that such certificates and documents be sent by registered mail, properly insured, with return receipt requested. If you have misplaced the return envelope, you may send your stock certificate(s) and the signed Letter of Transmittal in a regular envelope to any of the above addresses of the Exchange Agent either by mail or by hand. DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Stockholders whose certificates representing Shares are not immediately available who cannot deliver their certificates and all other required documents to the Exchange Agent prior to the Expiration Date or who cannot comply with the DTC book-entry transfer procedure on a timely basis may tender their Shares pursuant to the guaranteed delivery procedures described under "THE EXCHANGE OFFER--Procedure for Tendering" in the Prospectus. Pursuant to such procedure, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Offerors, must be received by the Exchange Agent (as provided in (iii) below) prior to the Expiration Date and (iii) the certificates evidencing all physically delivered Shares in proper form for transfer by delivery (or BookEntry Confirmation with respect to such Shares), as well as a properly completed and duly executed Letter of Transmittal with any required signature guarantees or, in the case of a book-entry transfer through DTC, an Agent's Message, and any other documents required by the Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as described under "THE EXCHANGE OFFER--Procedure for Tendering" in the Prospectus. THIS GUARANTEED DELIVERY PROCEDURE IS NOT AVAILABLE WITH RESPECT TO THE TENDERING OF DRIP SHARES. THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, THE CERTIFICATES (REPRESENTING SHARES) AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND SOLE RISK OF THE 3

TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY DELIVERY TO THE EXCHANGE AGENT.

TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY DELIVERY TO THE EXCHANGE AGENT. No alternative, conditional or contingent tenders will be accepted. By execution of the Letter of Transmittal, all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for exchange. 2. INADEQUATE SPACE. If the space provided on the Letter of Transmittal under "Description of Shares Tendered" (Box A) is inadequate, the certificate numbers, the number of Shares evidenced by such certificates and the number of Shares tendered should be listed on a separate signed schedule and attached to the Letter of Transmittal that is delivered to the Exchange Agent. 3. INCORRECT PERSONAL INFORMATION. If the address listed under "Name(s) and Address(es) of Registered Holder(s)" on the Letter of Transmittal is incorrect or has changed, correct the information by completing the box entitled "Special Delivery Instructions" (Box C) on the Letter of Transmittal and return the properly executed Letter of Transmittal with any required documents or Share certificates in the enclosed envelope to the Exchange Agent. The information will be updated in your new account. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOKENTRY TRANSFER THROUGH DTC). If fewer than all the Shares evidenced by any certificate submitted to the Exchange Agent with the Letter of Transmittal are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Certificated Shares Tendered" (Box A) on the Letter of Transmittal. In such case, new certificate(s) evidencing the remainder of the Shares that were evidenced by the old certificate(s) delivered to the Exchange Agent herewith will be sent to the person(s) signing the Letter of Transmittal, unless otherwise provided in the box entitled "Special Delivery Instructions" (Box C) on the Letter of Transmittal, as soon as practicable after the Expiration Date. If you do not wish to tender all of your DRIP Shares, including any shares credited or to be credited to your account in connection with the dividend paid by the Company in the fourth quarter of 2000, fill in the number of DRIP Shares that are to be tendered in the box entitled "Number of Dividend Reinvestment Shares Tendered" (Box A) on the Letter of Transmittal. All Shares evidenced by the certificates delivered to the Exchange Agent and all DRIP Shares, including any shares credited or to be credited to your account in connection with the dividend paid by the Company in the fourth quarter of 2000, will be deemed to have been tendered unless otherwise indicated. 5. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s) representing Shares has been lost, destroyed or stolen, the stockholder can follow the following steps to declare the loss of the Share certificate(s). For replacement of certificates with a value of less than $100,000, read and complete the Affidavit of Lost or Destroyed Certificate(s) (Box E) attached to the Letter of Transmittal and include a check payable to General Insurance Company of America for the amount of the replacement premium with the properly executed Letter of Transmittal and other documents (including any certificate(s) that you may have in your possession) required to be sent to the Exchange Agent to tender Shares. Your signature must be notarized on the Affidavit of Lost or Destroyed Certificate(s). If known, indicate your lost, destroyed or stolen certificate number(s) in the space provided in Box E attached to the Letter of Transmittal. If you have lost certificates for a value of $100,000 or over, please call the Information Agent toll-free at their number listed in Instruction 11 below for further instructions. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Share certificates have been followed. 6. SUBSTITUTE FORM W-9. Under United States federal income tax law, a stockholder tendering Shares must, unless an exemption applies, provide the Exchange Agent (as payer) with such stockholder's correct Taxpayer Identification Number ("TIN"), generally the social security number or 4

employer identification number of the record holder of the Shares tendered, on a Substitute Form W-9 which is provided on the Letter of Transmittal (Box D). If the stockholder is an individual, the stockholder's TIN is the stockholder's social security number. If the Shares are held in more than one name or are not in the name of the

employer identification number of the record holder of the Shares tendered, on a Substitute Form W-9 which is provided on the Letter of Transmittal (Box D). If the stockholder is an individual, the stockholder's TIN is the stockholder's social security number. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH ON THE LETTER OF TRANSMITTAL (BOX D). If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should write "Applied For" in the space provided for the "Correct Taxpayer ID Number" on the Substitute Form W-9, check the box entitled "Awaiting Taxpayer ID Number" on the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the "Certificate of Awaiting Taxpayer ID Number" in the separate box next to the Substitute Form W-9. If "Applied For" is written on the Substitute Form W-9 in place of a TIN, the Exchange Agent will be required to withhold 31% of all payments of cash made to the stockholder (or other payee) pursuant to the Offer, except that if the Exchange Agent is provided with a TIN within 60 days, the amount of such withholding will be refunded to the tendering stockholder. The tendering stockholder is required to certify, under penalties of perjury, that the TIN on the Letter of Transmittal is correct and whether or not such stockholder is subject to backup withholding of federal income tax. In particular, in the "Certification" box on the Substitute Form W-9 included on the Letter of Transmittal (Box D), the tendering stockholder certifies (1) that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and that (2) the stockholder is not subject to backup withholding because (a) the stockholder is exempt from backup withholding, (b) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding. If a tendering stockholder is subject to backup withholding, he or she must cross out item (2) in the "Certification" box on the Substitute Form W-9, unless such stockholder has since been notified that such stockholder is no longer subject to backup withholding. If federal backup withholding applies, the Exchange Agent is required to withhold 31% of all payments of cash made to the stockholder (or other payee) pursuant to the Offer. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS by filing the appropriate form with the IRS. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to a $50 penalty imposed by the Internal Revenue Service ("IRS") and a 31% federal income tax withholding on all payments of cash made to the stockholder (or other payee) pursuant to the Offer, including, if applicable, any cash in lieu of fractional AXA ADSs. 7. EXEMPT HOLDERS. Certain stockholders (including, among others, all corporations and certain non-United States individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient and to avoid backup withholding, such individual must submit to the Exchange Agent a completed IRS Form W-8 or Form W-8BEN, both of which have been enclosed, signed under penalties of perjury, attesting to such individual's exempt status. Such holders should also check the box entitled "Exempt Payee" on the Substitute Form W-9 on the Letter of Transmittal. Additional copies of IRS Form W-8 and Form W-8BEN may be obtained by contacting the Information Agent at the address or telephone number(s) set forth on the back cover. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. A stockholder should consult his or her advisor as to 5

such stockholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption. 8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the AXA ADSs and cash payment

such stockholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption. 8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the AXA ADSs and cash payment (including any cash in lieu of fractional AXA ADSs) to be exchanged for any Shares tendered, and any certificate (s) evidencing Shares not tendered or not exchanged, are to be issued in the name of a person other than the person(s) signing the Letter of Transmittal, or if such cash payment and the AXA ADS account statement are to be sent, and any certificates evidencing Shares are to be returned, to someone other than the person signing the Letter of Transmittal, or to the person signing the Letter of Transmittal but at an address other than that shown in the box entitled "Name(s) and Address(es) of Registered Holder(s)" on the Letter of Transmittal, the box entitled "Special Issuance Instructions" (Box B) and/or the box entitled "Special Delivery Instructions" (Box C) on the Letter of Transmittal must be completed. Shares held through DTC tendered by book-entry transfer that are not exchanged will be recredited to the account maintained at DTC from which such Shares were delivered in accordance with DTC policies and procedures. The Offerors have no obligation, pursuant to the "Special Issuance Instructions," to transfer any Shares from the name of the registered holder(s) thereof if the Offerors do not exchange any of the Shares tendered. 9. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. YOU MUST SIGN THE LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACES PROVIDED FOR SIGNATURE. If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered, the signature(s) must correspond exactly with the names(s) as written on the face of the certificate(s) evidencing such Shares or as listed on a security position, without alteration or any change whatsoever. If any Share tendered is owned of record by two or more persons, all such persons must sign the Letter of Transmittal. If any Shares tendered are registered in names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered, no endorsements of certificates or separate stock powers are required, unless the AXA ADSs and cash payment (including any cash in lieu of fractional AXA ADSs) being exchanged for Shares tendered, or certificates evidencing Shares not tendered or not exchanged, are to be issued in the name of a person other than the registered holder(s) pursuant to instructions given in Box B, in which case, the certificate(s) evidencing the Shares tendered must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such certificates(s). Signatures on such certificates and stock powers must be guaranteed by an Eligible Institution. Refer to Instruction 10 below. If the Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered, the certificate(s) evidencing the Shares tendered must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signatures on such certificate(s) or stock powers must be guaranteed by an Eligible Institution. Refer to Instruction 10 below. If the Letter of Transmittal or any certificate evidencing Shares or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Offerors of such person's authority so to act must be submitted. 6

10. GUARANTEE OF SIGNATURES. All signatures on the Letter of Transmittal must be guaranteed by a firm that is a member of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), unless (i) the Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for the purposes of this document, shall include any participant in DTC or the DRIP whose name appears on a security position listing as the owner of Shares) tendered and such holder(s) has (have) not completed the box entitled "Special Issuance

10. GUARANTEE OF SIGNATURES. All signatures on the Letter of Transmittal must be guaranteed by a firm that is a member of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), unless (i) the Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for the purposes of this document, shall include any participant in DTC or the DRIP whose name appears on a security position listing as the owner of Shares) tendered and such holder(s) has (have) not completed the box entitled "Special Issuance Instructions" (Box B) on the Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 9. 11. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 11, the Offerors will pay or cause to be paid all stock transfer taxes with respect to the transfer and sale of any Shares to them or upon their order pursuant to the Offer. If, however, the AXA ADSs and cash payment (including any cash in lieu of fractional AXA ADSs) being exchanged for Shares tendered, and any certificate(s) evidencing Shares not tendered or not exchanged, are to be issued in the name of a person other than the registered holder(s), or if certificate(s) evidencing tendered shares are registered in the name of a person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person or otherwise) payable on account of the transfer to such other person will be deducted from the consideration to be given for such exchanged Shares, unless evidence satisfactory to the Offerors of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 11, IT WILL NOT BE NECESSARY FOR STOCK TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES TENDERED. 12. WAIVER OF CONDITIONS. Except as otherwise provided in the Prospectus and subject to the terms of the Merger Agreement, the Offerors reserve the right in their sole discretion to waive in whole or in part at any time or from time to time any of the specified conditions of the Offer or any defect or irregularity in tender with regard to any Shares tendered. 13. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth on the back cover. Additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and other relevant documents may be obtained from the Information Agent or Dealer Manager or from brokers, dealers, commercial banks or trust companies. 7

THE INFORMATION AGENT FOR THE OFFER IS: [LOGO] 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (866) 678-2293 THE DEALER MANAGER FOR THE OFFER IS: GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 (212) 902-1000 (Call Collect) (800) 323-5678 (Call Toll Free)

IMPORTANT: THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED

THE INFORMATION AGENT FOR THE OFFER IS: [LOGO] 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (866) 678-2293 THE DEALER MANAGER FOR THE OFFER IS: GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 (212) 902-1000 (Call Collect) (800) 323-5678 (Call Toll Free)

IMPORTANT: THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN AGENT'S MESSAGE IN THE CASE OF A DTC BOOK-ENTRY TRANSFER, TOGETHER WITH THE SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER, AND ALL OTHER REQUIRED DOCUMENTS, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

EXHIBIT 99.3 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates evidencing shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), are not immediately available, (ii) if the procedure for delivery by book-entry transfer through The Depository Trust Company ("DTC") cannot be completed prior to the Expiration Date (as defined in the Prospectus), or (iii) if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. See "THE EXCHANGE OFFER--Procedure for Tendering" of the Prospectus (as defined below). THE EXCHANGE AGENT FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: First Chicago Trust Company of New York Corporate Actions Dept. P.O. Box 43026 Providence, RI 02940-3026 BY OVERNIGHT COURIER: First Chicago Trust Company of New York 40 Campanelli Drive Braintree, MA 02184 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services Inc. 100 William Street--Galleria

EXHIBIT 99.3 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates evidencing shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), are not immediately available, (ii) if the procedure for delivery by book-entry transfer through The Depository Trust Company ("DTC") cannot be completed prior to the Expiration Date (as defined in the Prospectus), or (iii) if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. See "THE EXCHANGE OFFER--Procedure for Tendering" of the Prospectus (as defined below). THE EXCHANGE AGENT FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: First Chicago Trust Company of New York Corporate Actions Dept. P.O. Box 43026 Providence, RI 02940-3026 BY OVERNIGHT COURIER: First Chicago Trust Company of New York 40 Campanelli Drive Braintree, MA 02184 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services Inc. 100 William Street--Galleria New York, NY 10038

FASCIMILE NUMBERS: (781) 575-4826 (781) 575-4827

FACSIMILE CONFIRMATION TELEPHONE NUMBER: (781) 575-4816

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal or an Agent's Message (as defined in "THE EXCHANGE OFFER--Procedure for Tendering" of the Prospectus) and certificates evidencing the Shares to the Exchange Agent within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

Ladies and Gentlemen: The undersigned hereby tenders to AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA, upon the terms and subject to the

Ladies and Gentlemen: The undersigned hereby tenders to AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA, upon the terms and subject to the conditions set forth in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal" which together with the Prospectus constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure described under "THE EXCHANGE OFFER--Procedure for Tendering" in the Prospectus.
Number of Shares: Share Certificate Number(s) (if available): Please Type or Print Address(es) Please check box if Shares will be tendered by book-entry transfer through DTC: / / Account Number: Area Code and Telephone Number(s) Date: Signature(s) of Holder(s) Date: Name(s) of Record Holder(s):

Zip Code

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member in the Security Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either certificates evidencing the Shares tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent's Message (as defined in the Prospectus) in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange, Inc. trading days (as defined in the Prospectus) of the date hereof.
Name of Firm Address Title Name: Please Type or Print Authorized Signature

State

City, Zip Code

Dated: Area Code and Telephone Number DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

2

EXHIBIT 99.4

EXHIBIT 99.4 IMPORTANT INFORMATION On October 17, 2000, AXA, AXA Merger Corp., a Delaware corporation and a wholly-owned subsidiary of AXA, and AXA Financial entered into an agreement and plan of merger. Pursuant to this agreement, AXA and AXA Merger Corp. have commenced an offer to exchange each outstanding publicly held share of AXA Financial common stock for 0.295 of an AXA ADS and $35.75 in cash. Shares of AXA Financial common stock owned, directly or indirectly, by AXA and shares held in treasury by AXA Financial will not be exchanged pursuant to this offer. The exchange offer will be followed by the merger of AXA Merger Corp. with and into AXA Financial. In the merger, any of your shares of AXA Financial common stock that were not tendered and exchanged in the exchange offer are expected to be converted into the right to receive the same per share consideration as paid in the exchange offer, subject to appraisal rights under Delaware Law. As described in the enclosed prospectus, the Board of Directors of AXA Financial, following the unanimous recommendation of a Special Committee consisting of five independent directors of AXA Financial, has determined that the terms of the offer and the merger are fair to, and in the best interests of, AXA Financial and its stockholders (other than AXA and its affiliates), and unanimously recommends that the holders of AXA Financial common stock accept the exchange offer and tender their shares pursuant to the exchange offer. TENDERING YOUR SHARES OF AXA FINANCIAL COMMON STOCK IN THE EXCHANGE OFFER WILL NOT AFFECT YOUR INSURANCE POLICY WITH THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, THE EQUITABLE OF COLORADO OR ANY OTHER INSURANCE SUBSIDIARY OF AXA FINANCIAL. Your package contains the following materials in addition to this document: - a prospectus, which contains important information relating to AXA, AXA Financial and the exchange offer and subsequent merger; - a letter of transmittal, which you need to complete and sign in order to tender your shares of AXA Financial common stock, unless you effect a book-entry delivery of your shares through the Depository Trust Company ("DTC"); - a booklet with instructions on how to complete the letter of transmittal; - a return envelope to return your completed letter of transmittal and stock certificate(s), if applicable; - a notice of guaranteed delivery that you may use if you wish to tender shares of AXA Financial common stock pursuant to the exchange offer and the certificates evidencing your shares are not immediately available or you cannot deliver the certificates and all other required documents to the exchange agent prior to the expiration date of the exchange offer or cannot complete the procedure for delivery by book-entry transfer on a timely basis; - a letter to the stockholders of AXA Financial from Edward D. Miller, President and Chief Executive Officer of AXA Financial; - a Solicitation/Recommendation Statement of AXA Financial, which is attached to the letter from Edward D. Miller and sets forth the recommendations of the Board of Directors of AXA Financial in connection wit the offer and merger; and - Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; IRS Form W-8 Certificate of Foreign Status; and IRS Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding. PLEASE READ THE ENCLOSED MATERIALS CAREFULLY BEFORE DECIDING TO TENDER YOUR SHARES. YOU CAN FIND A SUMMARY OF THE TERMS OF THE EXCHANGE OFFER IN THE SECTION ENTITLED "QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION" STARTING ON PAGE 1 OF THE ENCLOSED PROSPECTUS.

You will receive a separate exchange package in the mail for each separate account you have. If you cannot locate all or any of the certificates evidencing your shares of AXA Financial common stock, refer to the Affidavit of Lost or Destroyed Certificates that is attached to the Letter of Transmittal. In this case, your check for the issuance premium must accompany the letter of transmittal when it is returned. In order to tender your shares: - You must complete and sign the enclosed letter of transmittal unless you hold your shares of AXA Financial common stock in book-entry form through a financial institution that is a participant in DTC. - You must return the signed letter of transmittal with any certificate(s) evidencing your shares of AXA Financial common stock in the enclosed return envelope by December [ - ], 2000. Within five business days of receipt of these documents, the exchange agent will send you an acknowledgement indicating receipt of your letter of transmittal and the certificate(s) evidencing your shares of AXA Financial common stock. For your protection, do not sign the certificate(s) representing your shares of AXA Financial common stock. - If you hold your shares of AXA Financial common stock in book-entry form through a financial institution that is a participant in DTC, you may direct that institution to make book-entry delivery of your shares by causing DTC to transfer these shares into the exchange agent's account at DTC. In that case, you do not need to return the signed letter of transmittal. If you tender your shares of AXA Financial common stock in the offer, it is expected that the ADRs evidencing the AXA ADSs that you will receive in exchange thereof will be held in book-entry form. IF YOU HAVE ANY QUESTIONS REGARDING THE LETTER OF TRANSMITTAL OR THE EXCHANGE PROCESS, PLEASE CALL TOLL FREE THE INFORMATION AGENT GEORGESON SHAREHOLDER COMMUNICATIONS INC. AT (866) 678-2293. 2

EXHIBIT 99.5 OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA THE OFFER AND WITHDAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. November 27, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA,

You will receive a separate exchange package in the mail for each separate account you have. If you cannot locate all or any of the certificates evidencing your shares of AXA Financial common stock, refer to the Affidavit of Lost or Destroyed Certificates that is attached to the Letter of Transmittal. In this case, your check for the issuance premium must accompany the letter of transmittal when it is returned. In order to tender your shares: - You must complete and sign the enclosed letter of transmittal unless you hold your shares of AXA Financial common stock in book-entry form through a financial institution that is a participant in DTC. - You must return the signed letter of transmittal with any certificate(s) evidencing your shares of AXA Financial common stock in the enclosed return envelope by December [ - ], 2000. Within five business days of receipt of these documents, the exchange agent will send you an acknowledgement indicating receipt of your letter of transmittal and the certificate(s) evidencing your shares of AXA Financial common stock. For your protection, do not sign the certificate(s) representing your shares of AXA Financial common stock. - If you hold your shares of AXA Financial common stock in book-entry form through a financial institution that is a participant in DTC, you may direct that institution to make book-entry delivery of your shares by causing DTC to transfer these shares into the exchange agent's account at DTC. In that case, you do not need to return the signed letter of transmittal. If you tender your shares of AXA Financial common stock in the offer, it is expected that the ADRs evidencing the AXA ADSs that you will receive in exchange thereof will be held in book-entry form. IF YOU HAVE ANY QUESTIONS REGARDING THE LETTER OF TRANSMITTAL OR THE EXCHANGE PROCESS, PLEASE CALL TOLL FREE THE INFORMATION AGENT GEORGESON SHAREHOLDER COMMUNICATIONS INC. AT (866) 678-2293. 2

EXHIBIT 99.5 OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA THE OFFER AND WITHDAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. November 27, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to act as Dealer Manager in connection with the Offerors' joint offer to exchange all of the issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of AXA Financial, Inc., a

EXHIBIT 99.5 OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA THE OFFER AND WITHDAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. November 27, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to act as Dealer Manager in connection with the Offerors' joint offer to exchange all of the issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75 net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and in the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal" which together with the Prospectus constitute the "Offer") enclosed herewith. Shares held by AXA or its subsidiaries will not be exchanged in the Offer. The Offer is being made in connection with an Agreement and Plan of Merger dated as of October 17, 2000 among AXA, Merger Sub and the Company. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. Enclosed for your information and use are copies of the following documents: 1. An Important Information Cover Statement; 2. The Prospectus dated November 21, 2000; 3. The Letter of Transmittal, including a Certification of Taxpayer Identification Number on Substitute Form W9, to be used by holders of Shares in accepting the Offer and tendering Shares, and the Instructions to the Letter of Transmittal; 4. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents are not immediately available or cannot be delivered to First Chicago Trust Company of New York (the "Exchange Agent") by the Expiration Date (as defined in the

Prospectus) or if the procedure for book-entry transfer through The Depository Trust Company ("DTC") cannot be completed by the Expiration Date; 2

Prospectus) or if the procedure for book-entry transfer through The Depository Trust Company ("DTC") cannot be completed by the Expiration Date; 2

5. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 6. A letter to stockholders of the Company from Edward D. Miller, President and Chief Executive Officer of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9, dated November 27, 2000, which has been filed by the Company with the Securities and Exchange Commission and which includes the recommendation of the Board of Directors of the Company that stockholders accept the Offer and tender their shares to the Offerors pursuant to the Offer; 7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; IRS Form W-8 Certificate of Foreign Status; and IRS Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding; and 8. A return envelope addressed to the Exchange Agent. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. In all cases, issuance of AXA ADSs and payment of cash for Shares tendered and accepted for exchange pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (i) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares into the Exchange Agent's account at DTC (as defined in the Prospectus)), (ii) a properly completed and duly executed Letter of Transmittal or an Agent's Message (as defined in the Prospectus) in connection with a DTC book-entry transfer and (iii) any other required documents. If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedure described under "THE EXCHANGE OFFER--Procedure for Tendering" in the Prospectus. The Offerors will not pay any fees or commissions to any broker, dealer or other person (other than the Dealer Manager, the Exchange Agent and the Information Agent, Georgeson Shareholder Communications Inc., as described in the Prospectus) in connection with the solicitation of tenders of Shares pursuant to the Offer. However, the Offerors will, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients. The Offerors will pay or cause to be paid any stock transfer taxes payable with respect to the transfer of Shares to them, except as otherwise provided in Instruction 11 of the Letter of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to Goldman, Sachs & Co. or Georgeson Shareholder Communications Inc. at the addresses and telephone numbers set forth on the back cover of the Prospectus. Additional copies of the enclosed materials may be obtained from the Information Agent, at the addresses and telephone numbers set forth on the back cover page of the Prospectus. Very Truly Yours, GOLDMAN, SACHS & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR ANY OTHER PERSON, THE AGENT OF THE OFFERORS, THE DEALER MANAGER, THE

5. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 6. A letter to stockholders of the Company from Edward D. Miller, President and Chief Executive Officer of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9, dated November 27, 2000, which has been filed by the Company with the Securities and Exchange Commission and which includes the recommendation of the Board of Directors of the Company that stockholders accept the Offer and tender their shares to the Offerors pursuant to the Offer; 7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; IRS Form W-8 Certificate of Foreign Status; and IRS Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding; and 8. A return envelope addressed to the Exchange Agent. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. In all cases, issuance of AXA ADSs and payment of cash for Shares tendered and accepted for exchange pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (i) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares into the Exchange Agent's account at DTC (as defined in the Prospectus)), (ii) a properly completed and duly executed Letter of Transmittal or an Agent's Message (as defined in the Prospectus) in connection with a DTC book-entry transfer and (iii) any other required documents. If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedure described under "THE EXCHANGE OFFER--Procedure for Tendering" in the Prospectus. The Offerors will not pay any fees or commissions to any broker, dealer or other person (other than the Dealer Manager, the Exchange Agent and the Information Agent, Georgeson Shareholder Communications Inc., as described in the Prospectus) in connection with the solicitation of tenders of Shares pursuant to the Offer. However, the Offerors will, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients. The Offerors will pay or cause to be paid any stock transfer taxes payable with respect to the transfer of Shares to them, except as otherwise provided in Instruction 11 of the Letter of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to Goldman, Sachs & Co. or Georgeson Shareholder Communications Inc. at the addresses and telephone numbers set forth on the back cover of the Prospectus. Additional copies of the enclosed materials may be obtained from the Information Agent, at the addresses and telephone numbers set forth on the back cover page of the Prospectus. Very Truly Yours, GOLDMAN, SACHS & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR ANY OTHER PERSON, THE AGENT OF THE OFFERORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 3

EXHIBIT 99.6 OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. November 27, 2000 To Our Clients: Enclosed for your consideration are the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal") in connection with the offer by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75 net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Prospectus and in the enclosed Letter of Transmittal (which together constitute the "Offer"). WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is directed to the following: 1. The consideration that will be given for each Share tendered and exchanged is 0.295 of an AXA ADS plus $35.75 net to you in cash, without interest thereon, upon the terms and conditions set forth in the Prospectus.

2. The Offer is being made for all issued and outstanding Shares, other than Shares held by AXA or its subsidiaries. 3. The Board of Directors of the Company (the "Company Board"), based upon the unanimous recommendation of a special committee of independent directors of the Company Board, (a) unanimously determined that the terms of each of the Offer, the Merger (as defined in the Prospectus) and the other transactions contemplated by the Merger Agreement (as defined in the Prospectus) are fair to and in the best interests of the Company's stockholders (other than AXA and its affiliates), (b) unanimously approved the Merger Agreement and the

EXHIBIT 99.6 OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. November 27, 2000 To Our Clients: Enclosed for your consideration are the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal") in connection with the offer by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75 net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Prospectus and in the enclosed Letter of Transmittal (which together constitute the "Offer"). WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is directed to the following: 1. The consideration that will be given for each Share tendered and exchanged is 0.295 of an AXA ADS plus $35.75 net to you in cash, without interest thereon, upon the terms and conditions set forth in the Prospectus.

2. The Offer is being made for all issued and outstanding Shares, other than Shares held by AXA or its subsidiaries. 3. The Board of Directors of the Company (the "Company Board"), based upon the unanimous recommendation of a special committee of independent directors of the Company Board, (a) unanimously determined that the terms of each of the Offer, the Merger (as defined in the Prospectus) and the other transactions contemplated by the Merger Agreement (as defined in the Prospectus) are fair to and in the best interests of the Company's stockholders (other than AXA and its affiliates), (b) unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement and (c) unanimously recommends that the Company's

2. The Offer is being made for all issued and outstanding Shares, other than Shares held by AXA or its subsidiaries. 3. The Board of Directors of the Company (the "Company Board"), based upon the unanimous recommendation of a special committee of independent directors of the Company Board, (a) unanimously determined that the terms of each of the Offer, the Merger (as defined in the Prospectus) and the other transactions contemplated by the Merger Agreement (as defined in the Prospectus) are fair to and in the best interests of the Company's stockholders (other than AXA and its affiliates), (b) unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement and (c) unanimously recommends that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer and adopt, if applicable, the Merger Agreement. 4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. 5. Stockholders who tender Shares will not be obligated to pay brokerage fees or commissions to the Dealer Manager, the Information Agent or the Exchange Agent (each as defined in the Prospectus) or, except as otherwise provided in Instruction 11 of the Letter of Transmittal, stock transfer taxes with respect to the exchange of Shares by the Offerors pursuant to the Offer. The Offer is made solely by the Prospectus and the related Letter of Transmittal and any supplements and amendments thereto and is being made to all holders of Shares (except as described above). The Offerors are not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Offerors become aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Offerors will make a good faith effort to comply with such state statute. If, after such good faith effort, the Offerors cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offerors by Goldman, Sachs & Co. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the opposite side of this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL HAVE AMPLE TIME TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. 2

INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. The undersigned acknowledge(s) receipt of your letter, the enclosed Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal" which together with the Prospectus constitute the "Offer"), in connection with the Offer by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA plus $35.75 net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Prospectus and in the related Letter of Transmittal.

INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. The undersigned acknowledge(s) receipt of your letter, the enclosed Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus") and the related Letter of Transmittal, including the Instructions thereto which constitute a part thereof (as amended or supplemented, the "Letter of Transmittal" which together with the Prospectus constitute the "Offer"), in connection with the Offer by AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc., a Delaware corporation (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA plus $35.75 net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Prospectus and in the related Letter of Transmittal. This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. Number of Shares to be Tendered: Shares* (Unless otherwise indicated, it will be assumed that all Shares held by you for the account of the undersigned are to be tendered.) Account Number: Dated: SIGN HERE Signature(s) Please Type or Print Name(s) Please Type or Print Address(es) Daytime Area Code and Telephone Number(s) Tax Identification or Social Security Number(s) THIS FORM SHOULD BE RETURNED TO THE BROKERAGE FIRM MAINTAINING THE UNDERSIGNED'S ACCOUNT. 3

EXHIBIT 99.12 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
----------------------------------------------------------------------GIVE THE SOCIAL SECURITY NUMBER FOR THIS TYPE OF ACCOUNT: OF------------------------------------------------------------------------

EXHIBIT 99.12 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
----------------------------------------------------------------------GIVE THE SOCIAL SECURITY NUMBER FOR THIS TYPE OF ACCOUNT: OF-----------------------------------------------------------------------1. An individual's account The individual 2. Two or more individuals (joint account The actual owner of the account or, if combined funds, any one of the individuals (1) The actual owner of the account or, if joint funds, either person (1) The minor (2)

3.

Husband and wife (joint account)

4.

Custodian account of a minor (Uniform Gift to Minors Act) Adult and minor (joint account)

5.

The adult or, if the minor is the only contributor, the minor (1) The ward, minor, or incompetent person (3)

6.

Account in the name of guardian or committee for a designated ward, minor, or incompetent person a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law

7.

The grantor-trustee (1)

The actual owner (1)

8. Sole proprietorship account The owner (4) ----------------------------------------------------------------------GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-----------------------------------------------------------------------9. A valid trust, estate or pension Legal entity (Do not furnish the fund identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title) (5) 10. 11. Corporate account Religious, charitable, or educational organization account Partnership account held in the name of the business Association, club, or other tax-exempt organization A broker or registered nominee Account with the Department of Agriculture in the name of a The corporation The organization

12.

The partnership

13.

The organization

14. 15.

The broker or nominee The public entity

public entity (such as a state or local government, school district, or prison) that receives agricultural program payments ----------------------------------------------------------------------1. List first and circle the name of the person whose number you furnish. 2. Circle the minor's name and furnish the minor's social security number. 3. Circle the ward's minor's or incompetent person's name and furnish such person's social security number. 4. Show the name of the owner. 5. List first and circle the name of the legal trust, estate or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

OBTAINING A NUMBER If you don't have a taxpayer identification number ("TIN") or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card or Form SS-4, Application for Employer Identification Number, at the local office of Social Security Administration or the Internal Revenue Service ("IRS") and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501 (a) or an individual retirement plan. - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or agency or instrumentality thereof. - An international organization or any agency or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584 (a). - An exempt charitable remainder trust or a non-exempt trust described in section 4947 (a) (1). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Exempt payees described above nevertheless should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the Treasury regulations under sections 6041, 6041A (a), 6045, 6050A. (All "section" references herein are to the Internal Revenue Code of 1986.) PRIVACY ACT NOTICE--Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TIN--If you fail to furnish your TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

Exhibit 99.13 Form W-8 (Rev. November 1992) Certificate of Foreign Status Department of the Treasury Internal Revenue Service -------------------------------------------------------------------------------Please print or type -------------------------------------------------------------------------------Name of owner (If joint account, also give joint U.S. taxpayer identification owner's name.) (See Specific Instructions.) number (if any)

Permanent address (See Specific Instructions.) (Include apt. or suite no.) City, province or state, postal code, and country Current mailing address, if different from permanent address (Include apt. or suite no., or P.O. box if mail is not delivered to street address.) City, town or post office, state, and ZIP code (If foreign address, enter city, province or state, postal code, and country.) List account information here (Optional, see Specific Instructions.) > Account number Account type Account number Account type

Exhibit 99.13 Form W-8 (Rev. November 1992) Certificate of Foreign Status Department of the Treasury Internal Revenue Service -------------------------------------------------------------------------------Please print or type -------------------------------------------------------------------------------Name of owner (If joint account, also give joint U.S. taxpayer identification owner's name.) (See Specific Instructions.) number (if any)

Permanent address (See Specific Instructions.) (Include apt. or suite no.) City, province or state, postal code, and country Current mailing address, if different from permanent address (Include apt. or suite no., or P.O. box if mail is not delivered to street address.) City, town or post office, state, and ZIP code (If foreign address, enter city, province or state, postal code, and country.) List account information here (Optional, see Specific Instructions.) > Account number Account type Account number Account type Notice of Change in Status.--To notify the payer, mortgage interest recipient, broker, or barter exchange that you no longer qualify for exemption, check here ..............................................................> |_| If you check this box, reporting will begin on the account(s) listed. Please Sign Here Certification.--(Check applicable box(es)). Under penalties of perjury, I certify that: |_| For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate, or trust). |_| For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate, or trust). |_| For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign person as defined in the instructions below. > Signature Date General Instructions (Section references are to the Internal Revenue Code unless otherwise noted.) Purpose Use Form W-8 or a substitute form containing a substantially similar statement to tell the payer, mortgage interest recipient, middleman, broker, or barter exchange that you are a nonresident alien individual, foreign entity, or

recipient, middleman, broker, or barter exchange that you are a nonresident alien individual, foreign entity, or exempt foreign person not subject to certain U.S. information return reporting or backup withholding rules. Caution: Form W-8 does not exempt the payee from the 30% (or lower treaty) nonresident withholding rates. Nonresident Alien Individual For income tax purposes, "nonresident alien individual" means an individual who is neither a U.S. citizen nor resident. Generally, an alien is considered to be a U.S. resident if: o The individual was a lawful permanent resident of the United States at any time during the calendar year, that is, the alien held an immigrant visa (a "green card"), or o The individual was physically present in the United States on: (1) at least 31 days during the calendar year, and (2) 183 days or more during the current year and the 2 preceding calendar years (counting all the days of physical presence in the current year, one-third the number of days of presence in the first preceding year, and only one-sixth of the number of days in the second preceding year). See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status. Note: If you are a nonresident alien individual married to a U.S. citizen or resident and have made an election under section 6013(g) or (h), you are treated as a U.S. resident and may not use Form W-8. Exempt Foreign Person For purposes of this form, you are an "exempt foreign person" for a calendar year in which: 1. You are a nonresident alien individual or a foreign corporation, partnership, estate, or trust, 2. You are an individual who has not been, and plans not to be, present in the United States for a total of 183 days or more during the calendar year, and 3. You are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. If you do not meet the requirements of 2 or 3 above, you may instead certify on Form 1001, Ownership, Exemption, or Reduced Rate Certificate, that your country has a tax treaty with the United States that exempts your transactions from U.S. tax. Filing Instructions When To File.--File Form W-8 or substitute form before a payment is made. Otherwise, the payer may have to withhold and send part of the payment to the Internal Revenue Service (see Backup Withholding below). This certificate generally remains in effect for three calendar years. However, the payer may require you to file a new certificate each time a payment is made to you. Where To File.--File this form with the payer of the qualifying income who is the withholding agent (see Withholding Agent on page 2). Keep a copy for your own records. Backup Withholding A U.S. taxpayer identification number or Form W-8 or substitute form must be given to the payers of certain income. If a taxpayer identification number or Form W-8 or substitute form is not provided or the wrong taxpayer identification number is provided, these payers may have to withhold 20% of each payment or transaction. This is called backup withholding.

Note: On January 1, 1993, the backup withholding rate increases from 20% to 31%. Reportable payments subject to backup withholding rules are: o Interest payments under section 6049(a). o Dividend payments under sections 6042(a) and 6044. o Other payments (i.e., royalties and payments from brokers and barter exchanges) under sections 6041, 6041A (a), 6045, 6050A, and 6050N. If backup withholding occurs, an exempt foreign person who is a nonresident alien individual may get a refund by filing Form 1040NR, U.S. Nonresident Alien Income Tax Return, with the Internal Revenue (Continued on back.) Cat. No. 10230M Form W-8 (Rev. 11-92) Form W-8 (Rev. 11-92) Page 2 Service Center, Philadelphia, PA 19255, even if filing the return is not otherwise required. U.S. Taxpayer Identification Number The Internal Revenue law requires that certain income be reported to the Internal Revenue Service using a U.S. taxpayer identification number (TIN). This number can be a social security number assigned to individuals by the Social Security Administration or an employer identification number assigned to businesses and other entities by the Internal Revenue Service. Payments to account holders who are foreign persons (nonresident alien individuals, foreign corporations, partnerships, estates, or trusts) generally are not subject to U.S. reporting requirements. Also, foreign persons are not generally required to have a TIN, nor are they subject to any backup withholding because they do not furnish a TIN to a payer or broker. However, foreign persons with income effectively connected with a trade or business in the United States (income subject to regular (graduated) income tax), must have a TIN. To apply for a TIN, use Form SS-4, Application for Employer Identification Number, available from local Internal Revenue Service offices, or Form SS-5, Application for a Social Security Card, available from local Social Security Administration offices. Special Rules Mortgage Interest.--For purposes of the reporting rules, mortgage interest is interest paid on a mortgage to a person engaged in a trade or business originating mortgages in the course of that trade or business. A mortgage interest recipient is one who receives interest on a mortgage that was acquired in the course of a trade or business. Mortgage interest is not subject to backup withholding rules, but is subject to reporting requirements under section 6050H. Generally, however, the reporting requirements do not apply if the payer of record is a nonresident alien individual who pays interest on a mortgage not secured by real property in the United States. Use Form W-8 or substitute form to notify the mortgage interest recipient that the payer is a nonresident alien individual. Portfolio Interest.--Generally, portfolio interest paid to a nonresident alien individual or foreign partnership, estate, or trust is not subject to backup withholding rules. However, if interest is paid on portfolio investments to a beneficial owner that is neither a financial institution nor a member of a clearing organization, Form W-8 or substitute form is required. Registered obligations not targeted to foreign markets qualify as portfolio interest not subject to 30% withholding, but require the filing of Form W-8 or substitute form. See Instructions to Withholding Agents on this page for

Form W-8 (Rev. 11-92) Page 2 Service Center, Philadelphia, PA 19255, even if filing the return is not otherwise required. U.S. Taxpayer Identification Number The Internal Revenue law requires that certain income be reported to the Internal Revenue Service using a U.S. taxpayer identification number (TIN). This number can be a social security number assigned to individuals by the Social Security Administration or an employer identification number assigned to businesses and other entities by the Internal Revenue Service. Payments to account holders who are foreign persons (nonresident alien individuals, foreign corporations, partnerships, estates, or trusts) generally are not subject to U.S. reporting requirements. Also, foreign persons are not generally required to have a TIN, nor are they subject to any backup withholding because they do not furnish a TIN to a payer or broker. However, foreign persons with income effectively connected with a trade or business in the United States (income subject to regular (graduated) income tax), must have a TIN. To apply for a TIN, use Form SS-4, Application for Employer Identification Number, available from local Internal Revenue Service offices, or Form SS-5, Application for a Social Security Card, available from local Social Security Administration offices. Special Rules Mortgage Interest.--For purposes of the reporting rules, mortgage interest is interest paid on a mortgage to a person engaged in a trade or business originating mortgages in the course of that trade or business. A mortgage interest recipient is one who receives interest on a mortgage that was acquired in the course of a trade or business. Mortgage interest is not subject to backup withholding rules, but is subject to reporting requirements under section 6050H. Generally, however, the reporting requirements do not apply if the payer of record is a nonresident alien individual who pays interest on a mortgage not secured by real property in the United States. Use Form W-8 or substitute form to notify the mortgage interest recipient that the payer is a nonresident alien individual. Portfolio Interest.--Generally, portfolio interest paid to a nonresident alien individual or foreign partnership, estate, or trust is not subject to backup withholding rules. However, if interest is paid on portfolio investments to a beneficial owner that is neither a financial institution nor a member of a clearing organization, Form W-8 or substitute form is required. Registered obligations not targeted to foreign markets qualify as portfolio interest not subject to 30% withholding, but require the filing of Form W-8 or substitute form. See Instructions to Withholding Agents on this page for reporting rules. See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Corporations, for registered obligations targeted to foreign markets and when Form W-8 or substitute form is not required on these payments. Bearer obligations.--The interest from bearer obligations targeted to foreign markets is treated as portfolio interest and is not subject to 30% withholding. Form W-8 or substitute form is not required. Dividends.--Any distribution or payment of dividends by a U.S. corporation sent to a foreign address is subject to the 30% (or lower treaty) withholding rate, but is not subject to backup withholding. Also, there is no backup withholding on dividend payments made to a foreign person by a foreign corporation. However, the 30% withholding (or lower treaty) rate applies to dividend payments made to a foreign person by a foreign corporation if: o 25% or more of the foreign corporation's gross income for the three preceding taxable years was effectively connected with a U.S. trade or business, and o The corporation was not subject to the branch profits tax because of an income tax treaty (see section 884(e)).

If a foreign corporation makes payments to another foreign corporation, the recipient must be a qualified resident of its country of residence to benefit from that country's tax treaty. Broker or Barter Exchanges.--Income from transactions with a broker or barter exchanges is subject to reporting rules and backup withholding unless Form W-8 or substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person as defined on page 1. Specific Instructions Name of Owner.--If Form W-8 is being filed for portfolio interest, enter the name of the beneficial owner. U.S. Taxpayer Identification Number.--If you have a U.S. taxpayer identification number, enter your number in this space (see the discussion earlier). Permanent Address.--Enter your complete address in the country where you reside permanently for income tax purposes.
If you are: Show the address of: Your permanent residence Principal office

An individual

A partnership or corporation An estate or trust

Permanent residence or principal office of any fiduciary

Also show your current mailing address if it differs from your permanent address. Account Information (optional).--If you have more than one account (savings, certificate of deposit, pension, IRA, etc.) with the same payer, list all account numbers and types on one Form W-8 or substitute form unless your payer requires you to file a separate certificate for each account. If you have more than one payer, file a separate Form W-8 with each payer. Signature.--If only one foreign person owns the account(s) listed on this form, that foreign person should sign the Form W-8. If each owner of a joint account is a foreign person, each should sign a separate Form W-8. Notice of Change in Status.--If you become a U.S. citizen or resident after you have filed Form W-8 or substitute form, or you cease to be an exempt foreign person, you must notify the payer in writing within 30 days of your change in status. To notify the payer, you may check the box in the space provided on this form or use the method prescribed by the payer. Reporting will then begin on the account(s) listed and backup withholding may also begin unless you certify to the payer that: (1) The U.S. taxpayer identification number you have given is correct, and (2) The Internal Revenue Service has not notified you that you are subject to backup withholding because you failed to report certain income. You may use Form W-9, Request for Taxpayer Identification Number and Certification, to make these certifications.

If an account is no longer active, you do not have to notify a payer of your change in status unless you also have another account with the same payer that is still active. False Certificate.--If you file a false certificate when you are not entitled to the exemption from withholding or reporting, you may be subject to fines and/or imprisonment under U.S. perjury laws. Instructions to Withholding Agents Withholding Agent.--Generally, the person responsible for payment of the items discussed above to a nonresident alien individual or foreign entity is the withholding agent (see Pub. 515). Retention of Statement.--Keep Form W-8 or substitute form in your records for at least four years following the end of the last calendar year during which the payment is paid or collected. Portfolio Interest.--Although registered obligations not targeted to foreign markets are not subject to 30% withholding, you must file Form 1042S, Foreign Person's U.S. Source Income Subject to Withholding, to report the interest payment. Both Form 1042S and a copy of Form W-8 or substitute form must be attached to Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons.

Exhibit 99.14 Form W-8BEN (October 1998) OMB No. 1545-1621 Department of the Treasury Internal Revenue Service Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding > Section references are to the Internal Revenue Code.

> See separate instructions. > Give this form to the withholding agent or payer.
Do not send to the IRS. -------------------------------------------------------------------------------Do not use this form for: Instead, use Form: A U.S. citizen or other U.S. person, including a resident alien individual ............................................. W-9 o A foreign partnership (see instructions for exceptions) ............................................... W-8ECI or W-8IMY o A foreign government, international organization, foreign central bank of issue, tax-exempt organization, or private foundation, claiming the applicability of section(s) 501(c), 892, 895, or 1443(b) ................................................... W-8ECI or W-8EXP o A person acting as an intermediary .................................. W-8IMY o A person claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States .............................................................. W-8ECI -------------------------------------------------------------------------------o

Part I Identification of Beneficial Owner (See instructions.) 1 Name of individual or organization that is the beneficial owner

Exhibit 99.14 Form W-8BEN (October 1998) OMB No. 1545-1621 Department of the Treasury Internal Revenue Service Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding > Section references are to the Internal Revenue Code.

> See separate instructions. > Give this form to the withholding agent or payer.
Do not send to the IRS. -------------------------------------------------------------------------------Do not use this form for: Instead, use Form: o A U.S. citizen or other U.S. person, including a resident alien individual ............................................. W-9 o A foreign partnership (see instructions for exceptions) ............................................... W-8ECI or W-8IMY o A foreign government, international organization, foreign central bank of issue, tax-exempt organization, or private foundation, claiming the applicability of section(s) 501(c), 892, 895, or 1443(b) ................................................... W-8ECI or W-8EXP o A person acting as an intermediary .................................. W-8IMY o A person claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States .............................................................. W-8ECI --------------------------------------------------------------------------------

Part I Identification of Beneficial Owner (See instructions.) 1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization 3 Type of beneficial owner |_| Individual |_| Corporation |_| Disregarded entity |_| Partnership |_| Trust |_|Estate |_| Foreign government |_| International organization |_| Foreign central bank of issue |_| Foreign tax-exempt organization 4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box. City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)

5 Mailing address (if different from above) City or town, state or province. Include postal code where appropriate.
-------------------------------------------------------------------------------Country (do not abbreviate) -------------------------------------------------------------------------------6 U.S. taxpayer identification number, if required (see instructions) |_| SSN or ITIN |_| EIN -------------------------------------------------------------------------------7 Foreign tax identifying number, if any (optional) -------------------------------------------------------------------------------8 Account number(s) (optional)

Part II Claim of Tax Treaty Benefits (if applicable) 9 I certify that (check all that apply): a |_| The beneficial owner is a resident of ______________ within the meaning of the income tax treaty between the United States and that country. b |_| If required, the U.S. taxpayer identification number is stated on line 6 (see instructions). c |_| The beneficial owner is not an individual, derives the income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty article dealing with limitation on benefits (see instructions). d |_| The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions). e |_| The beneficial owner is related to the person obligated to pay the income within the meaning of section 267 (b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000. 10 Special rates and conditions (if applicable--see instructions): The beneficial owner is claiming the provisions of Article ______________ of the treaty identified on line 9a above to claim a ________% rate of withholding on (specify type of income):________________ . Explain the reasons the beneficial owner meets the terms of the treaty article: _________________________________________________________________ Part III Notional Principal Contracts 11 |_| I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required. Part IV Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: o I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form

Part II Claim of Tax Treaty Benefits (if applicable) 9 I certify that (check all that apply): a |_| The beneficial owner is a resident of ______________ within the meaning of the income tax treaty between the United States and that country. b |_| If required, the U.S. taxpayer identification number is stated on line 6 (see instructions). c |_| The beneficial owner is not an individual, derives the income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty article dealing with limitation on benefits (see instructions). d |_| The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions). e |_| The beneficial owner is related to the person obligated to pay the income within the meaning of section 267 (b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000. 10 Special rates and conditions (if applicable--see instructions): The beneficial owner is claiming the provisions of Article ______________ of the treaty identified on line 9a above to claim a ________% rate of withholding on (specify type of income):________________ . Explain the reasons the beneficial owner meets the terms of the treaty article: _________________________________________________________________ Part III Notional Principal Contracts 11 |_| I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required. Part IV Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: o I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates, o The beneficial owner is a foreign person, o The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States, o For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions, o Any income from a notional principal contract to which this form relates is not effectively connected with the conduct of a trade or business within the United States, and o I am not a former citizen or long-term resident of the United States subject to section 877 (relating to certain acts of expatriation) or, if I am subject to section 877, I am nevertheless entitled to treaty benefits with respect to the amounts received. Sign Here > ____________________________________________________________________ Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date

Capacity in which acting For Paperwork Reduction Act Notice, Cat. No. 25047Z Form W-8BEN (10-98) see separate instructions.

Instructions for Form [LOGO] Department of the Treasury W-8BEN Internal Revenue Service (October 1998) Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding Section references are to the Internal Revenue Code unless otherwise noted. General Instructions Purpose of Form. Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of: o Interest (including certain original issue discount (OID)); o Dividends; o Rents; o Royalties; o Premiums; o Annuities; o Compensation for, or in expectation of, services performed; o Substitute payments in a securities lending transaction; or o Other fixed or determinable annual or periodical gains, profits, or income. This tax is imposed on the gross amount paid and is generally collected by withholding on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner. If you receive certain types of income, you must provide Form W-8BEN to: o Establish that you are a foreign person; o Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided; and o If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding at a 31% rate, including for certain types of income that are not subject to foreign-person withholding. Such income includes: o Broker proceeds. o Short-term (183 days or less) original issue discount (OID). o Bank deposit interest. o Foreign source interest, dividends, rents, or royalties. o Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or "big 6" wheel. You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States. A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source.

Instructions for Form [LOGO] Department of the Treasury W-8BEN Internal Revenue Service (October 1998) Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding Section references are to the Internal Revenue Code unless otherwise noted. General Instructions Purpose of Form. Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of: o Interest (including certain original issue discount (OID)); o Dividends; o Rents; o Royalties; o Premiums; o Annuities; o Compensation for, or in expectation of, services performed; o Substitute payments in a securities lending transaction; or o Other fixed or determinable annual or periodical gains, profits, or income. This tax is imposed on the gross amount paid and is generally collected by withholding on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner. If you receive certain types of income, you must provide Form W-8BEN to: o Establish that you are a foreign person; o Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided; and o If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding at a 31% rate, including for certain types of income that are not subject to foreign-person withholding. Such income includes: o Broker proceeds. o Short-term (183 days or less) original issue discount (OID). o Bank deposit interest. o Foreign source interest, dividends, rents, or royalties. o Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or "big 6" wheel. You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States. A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source. Provide Form W-8BEN to the withholding agent or payer before income is paid or credited to you. Failure to provide a Form W-8BEN when requested may lead to withholding of a 30% or 31% amount from the payment. Who must file. You must give Form W-8BEN to the withholding agent or payer if you are a foreign person and you are the beneficial owner of an amount subject to withholding. Submit Form W-8BEN when requested by the

withholding agent or payer whether or not you are claiming a reduced rate of, or exemption from, withholding. DO NOT use Form W-8BEN if: o You are a U.S. citizen (even if you reside outside the United States) or other U.S. person (including a resident alien individual). Instead, use Form W-9, Request for Taxpayer Identification Number and Certification.

o You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provide Form 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, or Form W-4, Employee's Withholding Allowance Certificate. o You are receiving income that is effectively connected with the conduct of a trade or business in the United States. Instead, provide Form W-8ECI, Certificate of Foreign Person's Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. See Change in status on page 2. o You are a tax-exempt organization, foreign government, international organization, or foreign central bank of issue claiming the applicability of section 501(c), 892, 895, or 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim exempt recipient status for backup withholding purposes. o You are a foreign partnership, other than a hybrid entity (see Definitions on page 2) claiming treaty benefits. Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner in a partnership and you are not yourself a partnership, you may be required to furnish a Form W-8BEN to the partnership. o You are a reverse hybrid entity (see Definitions on page 2) transmitting beneficial owner documentation provided by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY. o You are a withholding foreign partnership. A withholding foreign partnership is a foreign partnership that has entered into a withholding agreement with the IRS under which it agrees to assume primary withholding responsibility for each partner's distributive share of income subject to withholding that is paid to the partnership. Instead, provide Form W-8IMY. o You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9. o You are acting as an intermediary (i.e., acting not for your own account, but for the account of others as an agent, nominee, or custodian). This includes a foreign person acting as a trustee or executor of a U.S. or foreign trust or estate. Instead, provide Form W-8IMY. However, see Trusts and estates on page 2. Cat. No. 25576H

Giving Form W-8BEN to the withholding agent. Give Form W-8BEN to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment or who credits your account. Give Form W-8BEN to the person requesting it before the payment is made to you or credited to your account. If you do not provide this form, the withholding agent may have to withhold at a 30% (foreign-person withholding) or 31% (backup withholding) rate. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent.

o You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provide Form 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, or Form W-4, Employee's Withholding Allowance Certificate. o You are receiving income that is effectively connected with the conduct of a trade or business in the United States. Instead, provide Form W-8ECI, Certificate of Foreign Person's Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. See Change in status on page 2. o You are a tax-exempt organization, foreign government, international organization, or foreign central bank of issue claiming the applicability of section 501(c), 892, 895, or 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim exempt recipient status for backup withholding purposes. o You are a foreign partnership, other than a hybrid entity (see Definitions on page 2) claiming treaty benefits. Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner in a partnership and you are not yourself a partnership, you may be required to furnish a Form W-8BEN to the partnership. o You are a reverse hybrid entity (see Definitions on page 2) transmitting beneficial owner documentation provided by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY. o You are a withholding foreign partnership. A withholding foreign partnership is a foreign partnership that has entered into a withholding agreement with the IRS under which it agrees to assume primary withholding responsibility for each partner's distributive share of income subject to withholding that is paid to the partnership. Instead, provide Form W-8IMY. o You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9. o You are acting as an intermediary (i.e., acting not for your own account, but for the account of others as an agent, nominee, or custodian). This includes a foreign person acting as a trustee or executor of a U.S. or foreign trust or estate. Instead, provide Form W-8IMY. However, see Trusts and estates on page 2. Cat. No. 25576H

Giving Form W-8BEN to the withholding agent. Give Form W-8BEN to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment or who credits your account. Give Form W-8BEN to the person requesting it before the payment is made to you or credited to your account. If you do not provide this form, the withholding agent may have to withhold at a 30% (foreign-person withholding) or 31% (backup withholding) rate. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent. Note: If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person only if Forms W-8BEN are provided by all of the owners. In that case, the withholding rate will be the highest applicable rate. If a withholding agent or payer does not receive a Form W-8BEN from all of the joint owners or if it receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person. Trusts and estates. A foreign person that is a trustee or executor of a U.S. or foreign trust or estate must provide

Giving Form W-8BEN to the withholding agent. Give Form W-8BEN to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment or who credits your account. Give Form W-8BEN to the person requesting it before the payment is made to you or credited to your account. If you do not provide this form, the withholding agent may have to withhold at a 30% (foreign-person withholding) or 31% (backup withholding) rate. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent. Note: If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person only if Forms W-8BEN are provided by all of the owners. In that case, the withholding rate will be the highest applicable rate. If a withholding agent or payer does not receive a Form W-8BEN from all of the joint owners or if it receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person. Trusts and estates. A foreign person that is a trustee or executor of a U.S. or foreign trust or estate must provide a Form W-8IMY. If the person is considered to be a nonqualified intermediary and is the trustee of a trust described in section 651(a) or a trust, all or a portion of which is treated as owned by the grantor or other person under sections 671 through 679, it must attach Forms W-8BEN, Forms W-8EXP, or, if required, Forms W-9, of the beneficiaries or grantors of the trust. In all other cases, the foreign trustee or executor must attach a Form W-8BEN, Form W-8EXP, or, if required, Form W-9, completed on behalf of the trust or estate. See the Instructions for Form W-8IMY for more information. DO NOT send Form W-8BEN to the IRS. Change in status. If a change in circumstances makes any information on the Form W-8BEN you have submitted incorrect, you must notify the withholding agent or payer within 30 days of the change in circumstances and you must file a new Form W-8BEN or other appropriate form. If you use Form W-8BEN to certify that you are a foreign person, a change of address to an address in the United States is a change in circumstances. Generally, a change of address within the same foreign country or to another foreign country is not a change in circumstances. However, if you use Form W-8BEN to claim treaty benefits, a move to the United States or outside the country where you have been claiming treaty benefits is a change in circumstances. In that case, you must notify the withholding agent or payer within 30 days of the move. If you become a U.S. citizen or resident after you submit Form W-8BEN, you are no longer subject to the 30% foreign-person withholding rate. You must notify the withholding agent or payer within 30 days of becoming a U.S. citizen or resident. You may be required to provide a Form W-9. For more information, see the Instructions for the Requestor of Form W-9. Expiration of Form W-8BEN. Generally, a Form W-8BEN provided without a taxpayer identification number (TIN) will remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. For example, a Form W-8BEN signed on September 30, 1999, remains valid through December 31, 2002. A Form W-8BEN furnished with a TIN will remain in effect until the status of the person whose name is on the form changes, or a change in circumstances makes any information on the form incorrect. A Form W-8BEN containing a TIN remains valid for as long as the filer's status and the information relevant to the filer's certification on the form remains unchanged (including a form provided solely to obtain an exception from domestic information reporting and backup withholding). Definitions Beneficial owner. The beneficial owner is the person who is the owner of the income for tax purposes and who beneficially owns the income. Thus, a person receiving income as a nominee, custodian, or agent for another person is not the beneficial owner of the income. Generally, a person is treated as the owner of the income to the extent it is required under U.S. tax principles to include the amount paid in gross income on a tax return. A person who is the owner of income is considered the beneficial owner of that income unless that person is a conduit entity whose participation in a transaction can be disregarded. Generally, the principles of section 7701(l)

and Regulations section 1.881-3 apply to determine if a person is a conduit entity.

The beneficial owners of income paid to a partnership are those persons who, under U.S. tax principles, are the owners of the income for tax purposes in their separate or individual capacities and who beneficially own the income. Generally, the beneficial owners of income paid to a partnership are the partners, other than a partner that is itself a partnership or a conduit. (If a partner is a partnership or conduit, the beneficial owner is the first person in the chain of ownership that is not itself a partnership or a conduit. See Form W-8IMY.) Note: A payment to a person that a withholding agent or payer may treat as a U.S. partnership is treated as a payment to a U.S. payee. A payment to a U.S. partnership is not subject to 30% foreign-person withholding. A U.S. partnership should provide the withholding agent with a Form W-9. For more beneficial owner requirements applicable to claiming treaty benefits, see the Specific Instructions for Part II. Foreign person. A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person. Nonresident alien individual. Any individual who is not a citizen or resident of the United States is a nonresident alien individual. An alien individual meeting either the "green card test" or the "substantial presence test" for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status. Note: Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (e.g., filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages. Hybrid entity. A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent (i.e., is treated as a taxable entity) by a country with which the United States has an income tax treaty. For example, an entity that is treated as a partnership or as a disregarded entity under U.S. tax principles but is treated as an entity equivalent to a U.S. corporation under the other treaty country's principles is a hybrid entity. A trust can be a hybrid entity if it is treated as a trust described in section 651(a) or sections 671 through 679 under U.S. tax principles but is not treated as a trust described under those sections under the other treaty country's principles. Hybrid entity status is relevant for claiming treaty benefits. See the Specific Instructions for Part II. Reverse hybrid entity. A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles (i.e., is a taxable entity) but that is fiscally transparent under the laws of a jurisdiction with which the United Page 2

States has an income tax treaty. For example, an entity that is treated as equivalent to a U.S. partnership by the other treaty country but is treated by the United States as a corporation is a reverse hybrid entity. See the Specific Instructions for Part II. Fiscally transparent entity. An entity is treated as fiscally transparent to the extent that the interest holders in the entity must take into account separately their shares of items of income paid to the entity, and must determine the character of the items of income as if they were realized directly from the source from which realized by the entity. For example, partnerships are generally considered to be fiscally transparent. See Regulations section

The beneficial owners of income paid to a partnership are those persons who, under U.S. tax principles, are the owners of the income for tax purposes in their separate or individual capacities and who beneficially own the income. Generally, the beneficial owners of income paid to a partnership are the partners, other than a partner that is itself a partnership or a conduit. (If a partner is a partnership or conduit, the beneficial owner is the first person in the chain of ownership that is not itself a partnership or a conduit. See Form W-8IMY.) Note: A payment to a person that a withholding agent or payer may treat as a U.S. partnership is treated as a payment to a U.S. payee. A payment to a U.S. partnership is not subject to 30% foreign-person withholding. A U.S. partnership should provide the withholding agent with a Form W-9. For more beneficial owner requirements applicable to claiming treaty benefits, see the Specific Instructions for Part II. Foreign person. A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person. Nonresident alien individual. Any individual who is not a citizen or resident of the United States is a nonresident alien individual. An alien individual meeting either the "green card test" or the "substantial presence test" for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status. Note: Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (e.g., filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages. Hybrid entity. A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent (i.e., is treated as a taxable entity) by a country with which the United States has an income tax treaty. For example, an entity that is treated as a partnership or as a disregarded entity under U.S. tax principles but is treated as an entity equivalent to a U.S. corporation under the other treaty country's principles is a hybrid entity. A trust can be a hybrid entity if it is treated as a trust described in section 651(a) or sections 671 through 679 under U.S. tax principles but is not treated as a trust described under those sections under the other treaty country's principles. Hybrid entity status is relevant for claiming treaty benefits. See the Specific Instructions for Part II. Reverse hybrid entity. A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles (i.e., is a taxable entity) but that is fiscally transparent under the laws of a jurisdiction with which the United Page 2

States has an income tax treaty. For example, an entity that is treated as equivalent to a U.S. partnership by the other treaty country but is treated by the United States as a corporation is a reverse hybrid entity. See the Specific Instructions for Part II. Fiscally transparent entity. An entity is treated as fiscally transparent to the extent that the interest holders in the entity must take into account separately their shares of items of income paid to the entity, and must determine the character of the items of income as if they were realized directly from the source from which realized by the entity. For example, partnerships are generally considered to be fiscally transparent. See Regulations section 1.894-1T(d)(4)(ii). Disregarded entity. A business entity that has a single owner and is not a corporation under Regulations section

States has an income tax treaty. For example, an entity that is treated as equivalent to a U.S. partnership by the other treaty country but is treated by the United States as a corporation is a reverse hybrid entity. See the Specific Instructions for Part II. Fiscally transparent entity. An entity is treated as fiscally transparent to the extent that the interest holders in the entity must take into account separately their shares of items of income paid to the entity, and must determine the character of the items of income as if they were realized directly from the source from which realized by the entity. For example, partnerships are generally considered to be fiscally transparent. See Regulations section 1.894-1T(d)(4)(ii). Disregarded entity. A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner. Amounts subject to withholding. This means amounts from sources within the United States that are fixed or determinable annual or periodical (FDAP) income. FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and compensation. FDAP income does not include most gains from the sale of property (including market discount and option premiums). FDAP income also does not include items of U.S. source income that are excluded from gross income without regard to the identity of the holder, such as interest under section 103(a). Withholding agent. Any person, U.S. or foreign, that has the control, receipt, custody, disposal, or payment of any amount subject to withholding is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity, including (but not limited to) any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies. Generally, the person who pays (or causes to be paid) the amount subject to withholding to the foreign person (or to its agent) must withhold.

Specific Instructions Note: An entity that is fiscally transparent under U.S. law should give Form W-8BEN to a withholding agent only if that entity is: o A hybrid entity and is claiming a reduced rate of withholding under an income tax treaty; OR o A reverse hybrid entity using Part I for income for which no treaty benefit is being claimed. In all other cases, a fiscally transparent entity (other than a disregarded entity with a single U.S. owner) should give Form W-8IMY to the withholding agent. See the Specific Instructions for Part II. Part I Line 1. Enter your name. If you are a disregarded entity with a single owner that is a foreign person and you are not claiming treaty benefits as a hybrid entity, this form should be completed and signed by your foreign single owner. However, if you are a disregarded entity that is claiming treaty benefits as a hybrid entity, this form should be completed and signed by you. Line 2. Enter the country of incorporation if you are a corporation. If you are another type of entity, enter the country under whose laws you are created, organized, or governed. If you are an individual, enter N/A (for "not applicable"). Line 3. Check the one box that applies. By checking a box, you are representing that you qualify for this classification. You must check the box that represents your classification (e.g., corporation, partnership, trust, estate, etc.) under U.S. tax principles. Do not check the box that describes your status under the law of the treaty country or the status of your single owner. If you are a partnership or disregarded entity receiving a payment for which treaty benefits are being claimed, you must check the Partnership or Disregarded entity box. If you are a sole proprietor, check the Individual box, not the Disregarded entity box.

Line 4. Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country's income tax. If you are giving Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty. Do not show the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you are an individual who does not have a tax residence in any country, your permanent residence is where you normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office. Line 5. Enter your mailing address only if it is different from the address you show on line 4. Line 6. A U.S. taxpayer identification number (TIN) is a social security number (SSN), employer identification number (EIN), or IRS individual taxpayer identification number (ITIN). Check the appropriate box for the type of taxpayer identification number you are providing. Contact a Social Security Administration (SSA) office to find out if you are eligible to get an SSN. If you do not have an SSN but are eligible to get one, apply on Form SS-5, Application for a Social Security Card. If you do not have, and are not eligible to obtain, an SSN, you may apply for an ITIN using Form W-7, Application for IRS Individual Taxpayer Identification Number. If you are other than an individual (including a foreign estate or trust), or you are an individual who is an employer or who is engaged in a U.S. trade or business as a sole proprietor, use Form SS-4, Application for Employer Identification Number, to obtain an EIN. If you are a disregarded entity claiming treaty benefits as a hybrid entity, enter your TIN. You must provide a TIN if you are: 1. A foreign trust or estate, whether or not you are claiming relief under a tax treaty; or 2. Claiming benefits under an income tax treaty. However, a TIN is not required to be shown in order to claim treaty benefits on the following items of income: o Dividends and interest from stocks and debt obligations that are actively traded; o Dividends from any redeemable security issued by an investment company registered under the Investment Company Act of 1940 (mutual fund); o Dividends, interest, or royalties from units of beneficial interest in a unit investment trust that are (or were upon issuance) publicly offered and are registered with the SEC under the Securities Act of 1933; and o Income related to loans of any of the above securities. Note: You may want to obtain and provide a TIN on Form W-8BEN even though it is not required. A Form W8BEN containing a TIN remains valid for as long as your status and the information relevant to the certifications you make on the form remain unchanged. Line 7. If your country of residence for tax purposes has issued you a tax identifying number, enter it here. For example, if you are a resident of Canada, enter your Social Insurance Number. Line 8. List all account numbers with the same withholding agent or payer unless the withholding agent or payer requires you to submit a separate Form W-8BEN for each account. Part II Definitions for Part II Beneficial owner. For treaty purposes, a person is the beneficial owner of income if the person is required to take the item of income into account in computing its tax liability in its country of residence and the person is not an agent, custodian, nominee, or conduit with respect to the income under U.S. tax principles. An interest holder in a fiscally transparent entity is the beneficial owner of the item of income received by the fiscally transparent entity if

the interest holder is required to take its share of the income received by the entity into account in determining its tax liability and the interest holder is not an agent, Page 3

custodian, nominee, or conduit with respect to the income under U.S. tax principles. Resident. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty. A payment received by an entity is treated as derived by a resident of the treaty country only to the extent that the payment is required to be included in the gross income of a resident of that country. Who May Claim Treaty Benefits Individuals An individual is entitled to benefits under an income tax treaty if he/she is a resident of a country with which the United States has an income tax treaty and meets all other requirements of the treaty. Entities Nonfiscally transparent entities. If an entity is not considered fiscally transparent under the laws of a treaty country, the entity may claim treaty benefits on its own behalf by filing Form W-8BEN provided that: 1. It derives the payment as a resident of the treaty country; 2. The entity is the beneficial owner of the income for treaty purposes; and 3. All other applicable requirements for benefits under the treaty are satisfied. Fiscally transparent entities. If an entity is considered fiscally transparent in a treaty country where an interest holder is resident, the interest holder may file a claim for treaty benefits if: 1. The interest holder derives the income as a resident of a treaty country; 2. The interest holder is the beneficial owner of the income for treaty purposes; 3. The interest holder meets all other applicable requirements under the treaty; 4. The interest holder provides a completed Form W-8BEN to the entity; and 5. The entity provides a Form W-8IMY to the withholding agent to which the interest holder's Form(s) W-8BEN are attached. Note: An income tax treaty may not apply to reduce the amount of any tax on income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on income received from U.S. sources by the corporation. Dual Claims An entity may simultaneously file claims for treaty benefits on its own behalf for a portion of the payment and on behalf of its interest holders for another portion of the same payment (dual claims). The entity must provide Form W-8BEN to claim benefits on its own behalf and provide Form W-8IMY to claim benefits on behalf of its interest holders. The entity generally must include a completed Form W-8BEN or other documentary evidence provided by the interest holders with its Form W-8IMY. Example 1. Entity X, a business organization formed under the laws of Country A, is liable for tax in Country A.

custodian, nominee, or conduit with respect to the income under U.S. tax principles. Resident. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty. A payment received by an entity is treated as derived by a resident of the treaty country only to the extent that the payment is required to be included in the gross income of a resident of that country. Who May Claim Treaty Benefits Individuals An individual is entitled to benefits under an income tax treaty if he/she is a resident of a country with which the United States has an income tax treaty and meets all other requirements of the treaty. Entities Nonfiscally transparent entities. If an entity is not considered fiscally transparent under the laws of a treaty country, the entity may claim treaty benefits on its own behalf by filing Form W-8BEN provided that: 1. It derives the payment as a resident of the treaty country; 2. The entity is the beneficial owner of the income for treaty purposes; and 3. All other applicable requirements for benefits under the treaty are satisfied. Fiscally transparent entities. If an entity is considered fiscally transparent in a treaty country where an interest holder is resident, the interest holder may file a claim for treaty benefits if: 1. The interest holder derives the income as a resident of a treaty country; 2. The interest holder is the beneficial owner of the income for treaty purposes; 3. The interest holder meets all other applicable requirements under the treaty; 4. The interest holder provides a completed Form W-8BEN to the entity; and 5. The entity provides a Form W-8IMY to the withholding agent to which the interest holder's Form(s) W-8BEN are attached. Note: An income tax treaty may not apply to reduce the amount of any tax on income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on income received from U.S. sources by the corporation. Dual Claims An entity may simultaneously file claims for treaty benefits on its own behalf for a portion of the payment and on behalf of its interest holders for another portion of the same payment (dual claims). The entity must provide Form W-8BEN to claim benefits on its own behalf and provide Form W-8IMY to claim benefits on behalf of its interest holders. The entity generally must include a completed Form W-8BEN or other documentary evidence provided by the interest holders with its Form W-8IMY. Example 1. Entity X, a business organization formed under the laws of Country A, is liable for tax in Country A. Entity X is a hybrid entity (i.e., is treated as fiscally transparent by the United States but as nonfiscally transparent by Country A). Entity X is owned equally by C, a Country A resident, and D, a Country B resident. Entity X receives from the withholding agent a U.S. source royalty payment and U.S. source interest income. There is an income tax treaty between the United States and Country A that reduces the rate on royalties to 5%. Entity X is the beneficial owner of the royalty income for treaty purposes. Entity X qualifies as a resident of Country A and

meets all other requirements to claim a reduced rate on the royalty income under the Country A treaty. To claim the reduced rate, Entity X must file Form W-8BEN. The interest income is potentially eligible for the portfolio interest exemption under sections 871(c) and 881(c). For the portfolio interest payment, Entity X must file Form W-8IMY, with the Forms W-8BEN of C and D attached, because Entity X is not the beneficial owner of the portfolio interest income since it is not required under U.S. tax principles to include the amount paid in gross income on a tax return. Example 2. The facts are the same as in Example 1. Under Country B law, Entity X is considered fiscally transparent. There is an income tax treaty between the United States and Country B that reduces the rate on royalties to 0%. D qualifies as a resident of Country B and meets all other requirements to claim the zero rate under the Country B treaty. Entity X may also file a claim for benefits under the Country B treaty on behalf of D for the remaining portion of the royalty income by providing Form W-8IMY, with the Form W-8BEN of D attached. Entity X may submit a Form W-8BEN to claim benefits under the Country A treaty on its own behalf for the remaining portion of the royalty income. Line 9a. Enter the country where you claim to be a resident for income tax treaty purposes. Line 9b. If you are claiming benefits under an income tax treaty, you must have a TIN unless one of the exceptions listed in the instructions for Part I, line 6 applies. Line 9c. If you are not an individual, you must meet the requirements of any "limitation on benefits" article in the applicable income tax treaty and you must be the person who derives the income as a resident of a treaty country. Note: If you are an entity that derives the income as a resident of a treaty country, you may check this box if the applicable income tax treaty does not contain a "limitation on benefits" article. Line 9d. Caution: If you are claiming treaty benefits under an income tax treaty entered into force after December 31, 1986, do not use this box. Instead, use box c. If you are a foreign corporation claiming treaty benefits under an income tax treaty that entered into force before January 1, 1987 (and has not been renegotiated) on (a) U.S. source dividends paid to you by another foreign corporation, or (b) U.S. source interest paid to you by a U.S. trade or business of another foreign corporation, you must generally be a "qualified resident" of a treaty country. See section 884 for the definition of interest paid by a U.S. trade or business of a foreign corporation ("branch interest") and other applicable rules. In general, a foreign corporation is a qualified resident of a country if one or more of the following applies: o It meets a 50% ownership and base erosion test. o It is primarily and regularly traded on an established securities market in its country of residence or the United States. o It carries on an active trade or business in its country of residence. o It gets a ruling from the IRS that it is a qualified resident. See Regulations section 1.884-5 for the requirements that must be met to satisfy each of these tests. Line 9e. Check this box if you are related to the withholding agent within the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year exceeds $500,000. Additionally, you must file Form 8833, Treaty-Based Return Position Disclosure Under Section 6114 or 7701 (b). Line 10. Line 10 must be used only if you are claiming treaty benefits that require that you meet conditions not covered by the representations you make in lines 9a through 9e. However, this line should always be completed by foreign students and researchers claiming treaty benefits. See Scholarship and Fellowship Grants, on page 5 for more information.

Additional examples of persons who should complete this line are: 1. Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Mexico, Germany, and the Netherlands; Page 4

2. Persons claiming an exemption under a personal services article that contains a monetary threshold; 3. Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock. 4. Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties. This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty. Scholarship and Fellowship Grants. A nonresident alien student (including a trainee or business apprentice) or researcher who receives scholarship or fellowship grant income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is required unless a treaty benefit is being claimed. A nonresident alien student or researcher who receives compensation for personal services should use Form 8233 to claim any benefits of a tax treaty that apply to such compensation if the compensation is included in, or is additional to, the individual's scholarship or fellowship grant income. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on income from a scholarship or fellowship grant. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for scholarship or fellowship grant income even after the recipient has otherwise become a U.S. resident alien for tax purposes. Thus, a student or researcher may continue to use Form W-8BEN to claim a tax treaty benefit if the withholding agent has otherwise indicated an intention to withhold on a scholarship or fellowship grant. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the Protocol to the U.S.-China treaty dated April 30, 1984, allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. Completing lines 4 and 9a. Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States. Completing line 10. You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty. You must identify the applicable treaty article. Additionally, if you are a U.S. resident alien and are relying on an exception contained in the saving clause of a tax treaty to claim exemption from taxation on your scholarship or fellowship income, you must specify the article number (or location) in the tax treaty that contains the saving clause and its exceptions. Part III Line 11. You must check this box and provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade

2. Persons claiming an exemption under a personal services article that contains a monetary threshold; 3. Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock. 4. Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties. This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty. Scholarship and Fellowship Grants. A nonresident alien student (including a trainee or business apprentice) or researcher who receives scholarship or fellowship grant income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is required unless a treaty benefit is being claimed. A nonresident alien student or researcher who receives compensation for personal services should use Form 8233 to claim any benefits of a tax treaty that apply to such compensation if the compensation is included in, or is additional to, the individual's scholarship or fellowship grant income. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on income from a scholarship or fellowship grant. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for scholarship or fellowship grant income even after the recipient has otherwise become a U.S. resident alien for tax purposes. Thus, a student or researcher may continue to use Form W-8BEN to claim a tax treaty benefit if the withholding agent has otherwise indicated an intention to withhold on a scholarship or fellowship grant. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the Protocol to the U.S.-China treaty dated April 30, 1984, allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. Completing lines 4 and 9a. Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States. Completing line 10. You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty. You must identify the applicable treaty article. Additionally, if you are a U.S. resident alien and are relying on an exception contained in the saving clause of a tax treaty to claim exemption from taxation on your scholarship or fellowship income, you must specify the article number (or location) in the tax treaty that contains the saving clause and its exceptions. Part III Line 11. You must check this box and provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade or business in the United States. You should update this statement as often as necessary. A new Form W-8BEN is not required for each update provided the form otherwise remains valid. Part IV Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner. If Form W-8BEN is completed

by an agent acting under a duly authorized power of attorney, the form must be accompanied by the power of attorney in proper form or a copy thereof specifically authorizing the agent to represent the principal in making, executing, and presenting the form. Form 2848, Power of Attorney and Declaration of Representative, may be used for this purpose. The agent, as well as the beneficial owner, may incur liability for the penalties provided for an erroneous, false, or fraudulent form. Certain individuals who expatriate are subject to special tax rules under section 877. You are considered to have expatriated if any of the following events occurs: o You renounce your U.S. citizenship before a diplomatic or consular officer of the United States. o You furnish to the U.S. Department of State a statement of voluntary relinquishment of U.S. nationality confirming an act of expatriation. o The U.S. Department of State issues you a certificate of loss of U.S. nationality. o A U.S. Federal court cancels your certificate of naturalization. If you are a former long-term lawful permanent resident ("green-card" holder) for at least 8 of the 15 consecutive tax years ending with the year you ceased to be a resident, you may also be subject to these special tax rules. Also, if you expatriated after February 5, 1995, and a principal purpose of your expatriation was tax avoidance, you are generally not entitled to claim treaty benefits. For more information on figuring the tax under section 877, see the Instructions for Form 1040NR. Broker transactions or barter exchanges. Income from transactions with a broker, or barter exchanges, is subject to reporting rules and backup withholding unless Form W-8BEN or a substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person. You are an exempt foreign person for a calendar year in which: (1) you are a nonresident alien individual or a foreign corporation, partnership, estate, or trust; (2) you are an individual who has not been, and does not plan to be, present in the United States for a total of 183 days or more during the calendar year; and (3) you are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange.

Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to provide the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping, 5 hr., 59 min.; Learning about the law or the form, 2 hr., 41 min.; Preparing and sending the form to IRS, 2 hr., 54 min. If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Tax Forms Committee, Western Area Distribution Center, Rancho Cordova, CA 95743-0001. DO NOT send Form W-8BEN to this office. Instead, give it to your withholding agent. Page 5

Exhibit 99.15

Exhibit 99.15 October 18, 2000 Bank of America, N.A. The Chase Manhattan Bank Societe Generale UBS AG AXA 21, avenue Matignon 75008 Paris Attention: Emmanuel VERCOUSTRE Dear Sirs, Re: US$ 5,000,000,000 Multi-currency dual-tranche credit facility (the "Facility") Commitment Letter You have advised us that you desire to establish the Facility for an amount of up to US$ 5,000,000,000 (the "Facility Amount") or its equivalent in other currencies, the proceeds of which would be used to (i) finance the acquisition of all outstanding shares of AXA Financial Inc. (the "Target") not actually held, directly or indirectly, by the Borrower (the "Shares"), as referred to or contemplated by the Offer Documents to be despatched to the shareholders of Target in respect of a Tender Offer (the "Offer") proposed to be made to the shareholders of Target, and (ii) to finance the acquisition by the Borrower of Shares actually held by AXA Equity & Law Assurance Society. Capitalised terms used herein without definition have the meanings ascribed to them in Annex I hereto. 1. COMMITMENT TERMS Bank of America International Limited ("Bank of America"), Chase Manhattan Plc ("Chase"), SG Investment Banking ("SGIB") and UBS Warburg Ltd ("UBS") (each an "Arranger" and together the "Arrangers") are pleased to confirm their several commitments to arrange the Facility on the terms set out in this letter. Bank of America, N.A., The Chase Manhattan Bank, Societe Generale and UBS AG (the "Underwriters") confirm their several commitments to underwrite the entire amount of the Facility, subject to the terms and

conditions set out in this letter and the attached Annex I. Each Underwriter severally commits to underwrite US$ 1,250,000,000 of the Facility Amount. The Arrangers are also pleased to confirm that their final take in the Facility shall be equal at least to 125% (or any other amount determined by AXA and the Arrangers) of the final take of the Senior Co-Arrangers (being defined as the most important Lenders (as defined below) under the Facility, with the exception of the Arrangers). This Commitment Letter should be read in conjunction with the fee letter of even date herewith (the "Fee Letter"). This Commitment Letter, Annex I and the Fee Letter are referred to collectively as the "Commitment Documents". The commitment of each Arranger and each Underwriter is several and failure by one Arranger or Underwriter to perform its obligations hereunder shall not affect the rights and obligations of any other Arranger or Underwriter. Each Arranger and each Underwriter may, except as otherwise stated, enforce its rights separately. No Arranger or Underwriter shall be responsible for the obligations of the other Arranger or Underwriter. 2. CONDITIONS PRECEDENT 2.1 Each Arranger's obligation to perform the services to be performed by it hereunder and each Underwriter's

conditions set out in this letter and the attached Annex I. Each Underwriter severally commits to underwrite US$ 1,250,000,000 of the Facility Amount. The Arrangers are also pleased to confirm that their final take in the Facility shall be equal at least to 125% (or any other amount determined by AXA and the Arrangers) of the final take of the Senior Co-Arrangers (being defined as the most important Lenders (as defined below) under the Facility, with the exception of the Arrangers). This Commitment Letter should be read in conjunction with the fee letter of even date herewith (the "Fee Letter"). This Commitment Letter, Annex I and the Fee Letter are referred to collectively as the "Commitment Documents". The commitment of each Arranger and each Underwriter is several and failure by one Arranger or Underwriter to perform its obligations hereunder shall not affect the rights and obligations of any other Arranger or Underwriter. Each Arranger and each Underwriter may, except as otherwise stated, enforce its rights separately. No Arranger or Underwriter shall be responsible for the obligations of the other Arranger or Underwriter. 2. CONDITIONS PRECEDENT 2.1 Each Arranger's obligation to perform the services to be performed by it hereunder and each Underwriter's respective commitment hereunder is subject to: (i) the preparation, execution and delivery, on or prior to 15 December 2000 (or any other date agreed in writing by the Arrangers and AXA) of a mutually acceptable definitive facility agreement (the "Facility Agreement") incorporating substantially the terms and conditions outlined in Annex I; (ii) execution of the Fee Letter; and (iii) your compliance with the terms of this Commitment Letter and the Fee Letter. 2.2 Each of the Arrangers, Underwriters and yourselves confirm that Annex I is a summary of the terms agreed between them and addresses all material commercial issues required to be addressed in the Facility Agreement. The Arrangers, Underwriters and yourselves will negotiate the Facility Agreement in good faith and without delay. Once that Facility Agreement has been finalised, the Arrangers/Underwriters will execute it within 2 Paris banking days (i.e. days on which banks are open for business in Paris) of your having requested them to do so if you yourself do so substantially at the same time, and on condition that the date of joint execution falls no later than the date specified in paragraph 2.1(i). 3. SYNDICATION 3.1 The Arrangers shall have the exclusive right to syndicate together a portion of their commitments to one or more other financial institutions following consultation with you (the financial institutions becoming parties to such definitive documentation being collectively referred to herein as the "Lenders"). 3.2 You confirm to the Arrangers that your intention is to ensure a successful syndication of the -2-

Facility in the light of market conditions prevailing at the relevant time. Successful syndication of the Facility is defined as each Underwriter achieving its targeted hold position of US$ 400 million. Accordingly, if the Arrangers notify you that reasonable changes to the structure, terms and/or pricing (but not the amount) of the Facility would be required in their reasonable opinion in order to ensure a successful syndication of the Facility, the Arrangers and you shall negotiate in good faith to agree changes to the structure, terms and/or pricing (but not the amount) of the Facility. The Arrangers' and Underwriters' obligations under this letter and the Facility Agreement are subject to your agreement to any such change made or requested by the Arrangers under this paragraph (provided always that the amount of each Underwriter's commitment shall not be amended). We will use all reasonable efforts to complete syndication of the Facility before 15 November 2000. 3.3 The Arrangers will act as arrangers with respect to the Facility and will manage all aspects of the syndication in consultation with you, including the timing of all offers to potential Lenders, the acceptance of commitments, and the determination of the amounts offered and the compensation provided.

Facility in the light of market conditions prevailing at the relevant time. Successful syndication of the Facility is defined as each Underwriter achieving its targeted hold position of US$ 400 million. Accordingly, if the Arrangers notify you that reasonable changes to the structure, terms and/or pricing (but not the amount) of the Facility would be required in their reasonable opinion in order to ensure a successful syndication of the Facility, the Arrangers and you shall negotiate in good faith to agree changes to the structure, terms and/or pricing (but not the amount) of the Facility. The Arrangers' and Underwriters' obligations under this letter and the Facility Agreement are subject to your agreement to any such change made or requested by the Arrangers under this paragraph (provided always that the amount of each Underwriter's commitment shall not be amended). We will use all reasonable efforts to complete syndication of the Facility before 15 November 2000. 3.3 The Arrangers will act as arrangers with respect to the Facility and will manage all aspects of the syndication in consultation with you, including the timing of all offers to potential Lenders, the acceptance of commitments, and the determination of the amounts offered and the compensation provided. 3.4 You will endeavour to take all such action as the Arrangers may reasonably jointly request to assist them in forming a syndicate acceptable to them and you, such as (i) obtaining the attendance of senior management and your other representatives at information meetings with potential Lenders, subject to their availability, (ii) ensuring that the syndication efforts benefit from your lending relationships and (iii) providing each Arranger with all public information reasonably deemed necessary by it to complete the information memorandum and successful syndication. 3.5 To ensure an orderly and effective syndication of the Facility, you agree that until the termination of the syndication (as determined by the Arrangers in good faith), you will not, without prior consultation with the Arrangers, syndicate or issue, or announce the syndication or issuance of, any debt facility (excluding any renewals of any bilateral arrangements for an amount and term not greater than its existing amount and term) or listed debt securities (excluding (i) any issuance by the Borrower of any subordinated notes or preferred shares and (ii) any renewals of any debt securities for an amount and term not greater than its existing amount and term and any renewal of a programme for the issue of debt securities for an amount and term no greater than its existing amount and term) in the commercial bank (or debt capital) markets, but this will not apply to any medium or short term debt securities (including the issuance of billets de tresorerie, bons a moyen terme negociables under the existing programmes of the Borrower), repurchase agreements (including pensions livrees), derivative instruments or securities lending carried out in the ordinary course of your cash management. For the avoidance of doubt, this shall not prevent generally the use of any existing facilities. 3.6 You agree that Bank of America, Chase, SGIB and UBS will act as the sole Arrangers for the Facility and that Societe Generale will act as the sole agent (the "Agent") for the Facility and that no additional agents, coagents or arrangers will be appointed, or other titles conferred, without each Arranger's and Axa's consent. 3.7 The agreements of the Arrangers and Underwriters hereunder are made solely for the benefit of you and may not be relied upon by any other person. 4. COMMITMENT TERMINATION -3-

Each Underwriter's commitment set forth in this Commitment Letter will terminate on the first to occur of: (i) the date on which Facility Agreement evidencing the Facility is signed by the parties thereto; (ii) the date on which you notify the Arrangers that the Offer will not be made, or on which the Offer is withdrawn or otherwise fails; and (iii) the date on which any condition set forth in paragraph 2 can no longer be satisfied. Prior to such date, this Commitment Letter may be terminated by you at any time at your option against payment of all fees, expenses and other amounts then payable under the Commitment Documents. Notwithstanding the above, the provisions of the Fee Letter and paragraphs 5, 6 and 8 shall survive the expiration or termination of

Each Underwriter's commitment set forth in this Commitment Letter will terminate on the first to occur of: (i) the date on which Facility Agreement evidencing the Facility is signed by the parties thereto; (ii) the date on which you notify the Arrangers that the Offer will not be made, or on which the Offer is withdrawn or otherwise fails; and (iii) the date on which any condition set forth in paragraph 2 can no longer be satisfied. Prior to such date, this Commitment Letter may be terminated by you at any time at your option against payment of all fees, expenses and other amounts then payable under the Commitment Documents. Notwithstanding the above, the provisions of the Fee Letter and paragraphs 5, 6 and 8 shall survive the expiration or termination of this Commitment Letter, together (in the event that termination occurs under (ii) of this paragraph 4) with those of paragraph 3). 5. INDEMNIFICATION 5.1 You agree to indemnify each Arranger, Underwriter and in each case each of their affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any claims, damages, losses, liabilities, costs and expenses (including, without limitation, duly documented fees and disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party by reason of any act or omission on your part, or on the part of any director, employee, agent, advisor or representative of yourself relating to the Commitment Documents, the Offer or the transactions contemplated hereby or thereby, or any use made or proposed to be made of the proceeds of the Facility (except to the extent such claim, damage, loss, liability, cost or expense resulted from any Indemnified Party's negligence or wilful misconduct). 5.2 You further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to you for or in connection with the transactions referred to above, except to the extent such liability is found to have resulted from such Indemnified Party's negligence or willful misconduct. 6. CONFIDENTIALITY 6.1 Each party agrees that the Commitment Documents are for its confidential use only and that neither their existence nor the terms thereof will be disclosed by any party to any person other than its own officers, directors, employees, accountants, attorneys and other advisors or those of AXA Financial Inc., and then only on a "need to know" basis in connection with the transactions contemplated thereby and on a confidential basis. 6.2 Notwithstanding the foregoing, following your return of your executed copies of the Commitment Documents to each Arranger as provided below, (i) you and we may on or after announcement of the Offer make public disclosure of the existence and amount of each Underwriter's commitment hereunder and of Bank of America, Chase, Societe Generale and UBS identity as Arrangers of the Facility, of Societe Generale's identity as Agent of the -4-

facility and of the amount and tenor of the Facility (ii) you and we may file a copy of this Commitment Letter (but not the Fee Letter) in any public record in which it is required by law to be filed, (iii) you and we may make such other public disclosures of the terms and conditions hereof as you and we are required by applicable law to make (or as so requested by applicable regulatory authorities) and (iv) you and we may disclose the terms of Annex I to this letter to banks invited to join the bank syndicate, as part of an approach to or discussion with those banks co-ordinated with the Arrangers. 6.3 You should be aware that each Arranger, Underwriter or one or more of their respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. Be assured, however, that consistent with each Arranger's longstanding policy to hold in confidence the affairs of its customers, neither Arranger/Underwriter nor any of its affiliates will furnish confidential information obtained from you to any of its

facility and of the amount and tenor of the Facility (ii) you and we may file a copy of this Commitment Letter (but not the Fee Letter) in any public record in which it is required by law to be filed, (iii) you and we may make such other public disclosures of the terms and conditions hereof as you and we are required by applicable law to make (or as so requested by applicable regulatory authorities) and (iv) you and we may disclose the terms of Annex I to this letter to banks invited to join the bank syndicate, as part of an approach to or discussion with those banks co-ordinated with the Arrangers. 6.3 You should be aware that each Arranger, Underwriter or one or more of their respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. Be assured, however, that consistent with each Arranger's longstanding policy to hold in confidence the affairs of its customers, neither Arranger/Underwriter nor any of its affiliates will furnish confidential information obtained from you to any of its other customers. By the same token, none of the Arrangers, Underwriters nor any of their respective affiliates will make available to you confidential information that it obtained or may obtain from any other customer. 6.4 Notwithstanding anything to the contrary herein, UBS or any of its affiliates may provide to PaineWebber Group Inc. and its affiliates (collectively, "PaineWebber") information, documentation or materials (collectively, "Materials") related to the transactions contemplated hereby or related to any other party to this letter or party to such transactions; provided that the Materials will be provided to PaineWebber only in connection with and for purposes directly related to the evaluation of such transactions or otherwise in connection with the effectuation of the merger of PaineWebber with UBS and that the officers and employees of PaineWebber receiving Materials will be informed of and will agree with respect of the confidentiality hereof. 6.5 You shall obtain the consent of the Arrangers (such consent not to be unreasonably withheld or delayed) to any written publication during the Offer period which makes reference to the Facility, the Commitment Documents, the Arrangers, the Underwriters, the Agent or a Lender. 7. GOVERNING LAW/JURISDICTION This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of France. The Tribunal de Commerce de Paris shall have exclusive jurisdiction in relation to all disputes arising in connection with the Commitment Documents. 8. ENTIRE AGREEMENT The Commitment Documents set forth the entire agreement between the parties with respect to the matters addressed therein and supersede all prior communications, written or oral, with respect thereto and may only be modified in writing. Delivery of an executed signature page to any Commitment Document by facsimile shall be as effective as delivery of a manually executed document. Please indicate your acceptance of the provisions hereof by signing the enclosed copy of this Commitment Letter and the Fee Letter and returning them to Bank of America, Chase, -5-

Societe Generale and UBS on October 18th, 2000, the time at which the commitment offer of each Arranger set forth above (if not so accepted prior thereto) will expire. If you elect to deliver the above documents by facsimile, please arrange for the executed originals to follow by next-day courier. -6-

Yours faithfully,
for and on behalf of the ARRANGERS and the UNDERWRITERS: Bank of America International Limited, as Arranger Date: 18 October 2000

Bank of America, N.A., as Underwriter

Societe Generale and UBS on October 18th, 2000, the time at which the commitment offer of each Arranger set forth above (if not so accepted prior thereto) will expire. If you elect to deliver the above documents by facsimile, please arrange for the executed originals to follow by next-day courier. -6-

Yours faithfully,
for and on behalf of the ARRANGERS and the UNDERWRITERS: Bank of America International Limited, as Arranger /s/ Charles Bingham ------------------Charles Bingham Title: Managing Director By: Date: 18 October 2000

Bank of America, N.A., as Underwriter

/s/ Charles Bingham -------------------Charles Bingham Title: Managing Director

By:

Chase Manhattan Plc, as Arranger By: /s/ Parker Griffin ------------------Parker Griffin Title: Managing Director

The Chase Manhattan Bank, as Underwriter /s/ Alan R. Badanes -------------------Alan R. Badanes Title: Managing Director By:

-7SG Investment Banking, as Arranger By: /s/ Jean-Claude Luu van Lang ------------------------Jean-Claude Luu van Lang Title: Director Societe Generale, as Underwriter By: /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director

UBS Warburg Ltd., as Arranger By: /s/ Donald Procter ------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte ------------------------Valerio Forte Title: Executive Director

UBS AG, as Underwriter By: /s/ Donald Procter -------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte -------------------------Valerio Forte Title: Executive Director

for and on behalf of AXA By: /s/ Gerard de La Martiniere -----------------------------Gerard de La Martiniere

Title: Member of the Management Board -8-

EXHIBIT 99.16

Yours faithfully,
for and on behalf of the ARRANGERS and the UNDERWRITERS: Bank of America International Limited, as Arranger /s/ Charles Bingham ------------------Charles Bingham Title: Managing Director By: Date: 18 October 2000

Bank of America, N.A., as Underwriter

/s/ Charles Bingham -------------------Charles Bingham Title: Managing Director

By:

Chase Manhattan Plc, as Arranger By: /s/ Parker Griffin ------------------Parker Griffin Title: Managing Director

The Chase Manhattan Bank, as Underwriter /s/ Alan R. Badanes -------------------Alan R. Badanes Title: Managing Director By:

-7SG Investment Banking, as Arranger By: /s/ Jean-Claude Luu van Lang ------------------------Jean-Claude Luu van Lang Title: Director Societe Generale, as Underwriter By: /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director

UBS Warburg Ltd., as Arranger By: /s/ Donald Procter ------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte ------------------------Valerio Forte Title: Executive Director

UBS AG, as Underwriter By: /s/ Donald Procter -------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte -------------------------Valerio Forte Title: Executive Director

for and on behalf of AXA By: /s/ Gerard de La Martiniere -----------------------------Gerard de La Martiniere

Title: Member of the Management Board -8-

EXHIBIT 99.16 [LOGO] 18 OCTOBER 2000 SUMMARY TERMS AND CONDITIONS FOR A

SG Investment Banking, as Arranger By: /s/ Jean-Claude Luu van Lang ------------------------Jean-Claude Luu van Lang Title: Director

Societe Generale, as Underwriter By: /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director

UBS Warburg Ltd., as Arranger By: /s/ Donald Procter ------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte ------------------------Valerio Forte Title: Executive Director

UBS AG, as Underwriter By: /s/ Donald Procter -------------------------Donald Procter Title: Executive Director By: /s/ Valerio Forte -------------------------Valerio Forte Title: Executive Director

for and on behalf of AXA By: /s/ Gerard de La Martiniere -----------------------------Gerard de La Martiniere

Title: Member of the Management Board -8-

EXHIBIT 99.16 [LOGO] 18 OCTOBER 2000 SUMMARY TERMS AND CONDITIONS FOR A US$ 5,000,000,000 MULTI-CURRENCY DUAL TRANCHE CREDIT FACILITY ARRANGED BY BANK OF AMERICA INTERNATIONAL LIMITED, CHASE MANHATTAN PLC., SG INVESTMENT BANKING AND UBS WARBURG LTD.

[LOGO]

US$ 5,000,000,000

EXHIBIT 99.16 [LOGO] 18 OCTOBER 2000 SUMMARY TERMS AND CONDITIONS FOR A US$ 5,000,000,000 MULTI-CURRENCY DUAL TRANCHE CREDIT FACILITY ARRANGED BY BANK OF AMERICA INTERNATIONAL LIMITED, CHASE MANHATTAN PLC., SG INVESTMENT BANKING AND UBS WARBURG LTD.

[LOGO]

US$ 5,000,000,000 MULTI-CURRENCY DUAL-TRANCHE CREDIT FACILITY

SUMMARY TERMS AND CONDITIONS
Preliminary: AXA has mandated Bank of America International Limited, Chase Manhattan plc, SG Investment Banking and UBS Warburg Ltd. (the "Arrangers") to arrange and has mandated Bank of America, N.A., The Chase Manhattan Bank, Societe Generale and UBS AG (the "Underwriters") to underwrite on the terms and conditions set out herein, and, as the case may be, in a commitment letter (the "Commitment Letter") dated October 18, 2000 among AXA and the Arrangers and the Underwriters, a multi-currency dual tranche credit facility the proceeds of which are to be applied towards (i) the acquisition of all outstanding AXA Financial Inc. shares not presently held directly or indirectly by the Borrower by way of a tender offer (as defined below) and (ii) AXA Financial Inc. shares held by AXA Equity & Law Assurance Society. AXA, a French societe anonyme, whose head office is at 25, avenue Matignon, 75008 Paris (France) (the "Borrower"). A dual tranche credit facility (together, the "Facility") comprised of: Tranche A

Borrower:

Facility and Purpose:

Page 2

[LOGO]

US$ 5,000,000,000 MULTI-CURRENCY DUAL-TRANCHE CREDIT FACILITY

SUMMARY TERMS AND CONDITIONS
Preliminary: AXA has mandated Bank of America International Limited, Chase Manhattan plc, SG Investment Banking and UBS Warburg Ltd. (the "Arrangers") to arrange and has mandated Bank of America, N.A., The Chase Manhattan Bank, Societe Generale and UBS AG (the "Underwriters") to underwrite on the terms and conditions set out herein, and, as the case may be, in a commitment letter (the "Commitment Letter") dated October 18, 2000 among AXA and the Arrangers and the Underwriters, a multi-currency dual tranche credit facility the proceeds of which are to be applied towards (i) the acquisition of all outstanding AXA Financial Inc. shares not presently held directly or indirectly by the Borrower by way of a tender offer (as defined below) and (ii) AXA Financial Inc. shares held by AXA Equity & Law Assurance Society. AXA, a French societe anonyme, whose head office is at 25, avenue Matignon, 75008 Paris (France) (the "Borrower"). A dual tranche credit facility (together, the "Facility") comprised of: Tranche A

Borrower:

Facility and Purpose:

Page 2
A 364 days revolving credit facility (with effect from the Closing Date) made available to the Borrower to be used for financing or refinancing, directly or indirectly, the acquisition of all the outstanding shares of AXA Financial Inc not presently held directly or indirectly by the Borrower (the "Shares") by means of a tender offer followed by a merger (collectively referred to herein as the "Tender Offer") and the Shares held by AXA Equity & Law Assurance Society, including any costs associated with the acquisition of Shares ("Tranche A"). Tranche B A 3 year term loan facility made available to the Borrower to be applied towards the Tender Offer for the financing or refinancing, directly or indirectly, of the acquisition of the Shares and the Shares held by AXA Equity & Law Assurance Society (including any costs associated with the acquisition of Shares) ("Tranche B"). Repayment Tranche A Each Tranche A Advance shall be repaid at the end of the term for which it is drawn. Advances so repaid may be redrawn in accordance with the terms and conditions of the Facility Agreement. All Advances, along with other amounts then outstanding, shall be repaid in full and all commitments shall be cancelled in full not later than the Final Maturity Date.

A 364 days revolving credit facility (with effect from the Closing Date) made available to the Borrower to be used for financing or refinancing, directly or indirectly, the acquisition of all the outstanding shares of AXA Financial Inc not presently held directly or indirectly by the Borrower (the "Shares") by means of a tender offer followed by a merger (collectively referred to herein as the "Tender Offer") and the Shares held by AXA Equity & Law Assurance Society, including any costs associated with the acquisition of Shares ("Tranche A"). Tranche B A 3 year term loan facility made available to the Borrower to be applied towards the Tender Offer for the financing or refinancing, directly or indirectly, of the acquisition of the Shares and the Shares held by AXA Equity & Law Assurance Society (including any costs associated with the acquisition of Shares) ("Tranche B"). Repayment Tranche A Each Tranche A Advance shall be repaid at the end of the term for which it is drawn. Advances so repaid may be redrawn in accordance with the terms and conditions of the Facility Agreement. All Advances, along with other amounts then outstanding, shall be repaid in full and all commitments shall be cancelled in full not later than the Final Maturity Date. Tranche B All Tranche B Advances, along with other amounts then outstanding, shall be repaid in full and all commitments shall be cancelled in full not later than the Final Maturity Date. All repaid Tranche B Advances shall be cancelled. Final Maturity Date: Tranche A: 364 days from the Closing Date (as defined below) and no later than December 30th, 2001; Tranche B: 36 months from the Closing Date and no later than December 30th, 2003. Facility Amount: The Facility Amount not to exceed US$5,000,000,000 or its

equivalent in other currencies, divided as follows: - Tranche A Amount : US$ 2,250,000,000 - Tranche B Amount : US$ 2,750,000,000 The Borrower will, in each notice of drawing, specify whether the amount to be drawn forms part of Tranche A or Tranche B. Optional Currencies: Euro, GBP, and subject to availability to the Lenders, any other freely available currencies (an "Optional Currency"). Page 3
Arrangers: Bank of America International Limited, Chase Manhattan plc, SG Investment Banking and UBS Warburg Ltd. Bank of America, N.A., The Chase Manhattan Bank, Societe Generale and UBS AG. Societe Generale The Arrangers, along with a group of French and international banks to be determined in agreement with

Underwriters:

Agent: Lenders:

Arrangers:

Bank of America International Limited, Chase Manhattan plc, SG Investment Banking and UBS Warburg Ltd. Bank of America, N.A., The Chase Manhattan Bank, Societe Generale and UBS AG. Societe Generale The Arrangers, along with a group of French and international banks to be determined in agreement with AXA. Those other banks will become direct lenders to the Borrower, in accordance with the terms of a syndication agreement or transfer agreements.

Underwriters:

Agent: Lenders:

Availability:

Availability of Tranche A After satisfaction of all Conditions Precedent, the Tranche A Amount shall be made available to the Borrower by way of revolving short term advances (each, a "Tranche A Advance") up to the date falling one month prior to the Final Maturity date for Tranche A upon 3 business days' irrevocable prior written notice to the Agent (or such other shorter period as may be reasonably agreed by the Agent) in a minimum principal amount of US$ 50,000,000 and integral multiples of US$ 10,000,000 (or the remainder of the Tranche A Amount, as the case may be). Availability of Tranche B After satisfaction of all Conditions Precedent, the Tranche B Amount shall be made available to the Borrower at any time up to June 30, 2001 by way of Advances (a "Tranche B Advance") upon 3 business days' irrevocable prior written notice to the Agent (or such other shorter period as may be reasonably agreed by the Agent) in a minimum principal amount of US$ 50,000,000 and integral multiples of US$ 10,000,000 (or the remainder of the Tranche B Amount, as the case may be). Any amount not drawn by the Borrower on 30th June 2001 will be cancelled and will not be available for future drawings.

Prepayment:

Prepayment of Advances shall be permitted at any time upon 5 business days' irrevocable prior written notice to the Agent without cost, premium or penalty, except as set out below. If the prepayment is not made on the last day of the term for which an Advance is drawn, the Borrower shall pay break costs corresponding to the loss of interest to the Lenders measured by the difference between the rate of interest payable on the Advance immediately prior to the prepayment and EURIBOR or LIBOR, as the case may be, prevailing 3 business days after the date of prepayment.

Page 4
Cancellation: At any time before launch of the syndication or after the date of signature of the Facility Agreement (the "Signing Date"), the Borrower may upon 5 business days' irrevocable prior written notice to the Agent, cancel, in whole or in part undrawn amounts under Tranche A, without cost, premium or penalty, in minimum amounts of US$ 50,000,000 and additional multiples of US$ 10,000,000 (or the remainder of commitments under the Tranche A Amount, as the case may be). Any amounts thus cancelled may not be reinstated or redrawn. Advances made in U.S. dollars or any Optional Currency (other than Euro) under the Facility shall accrue interest at the rate of 1, 2, 3, or 6 month LIBOR - or

Interest:

Cancellation:

At any time before launch of the syndication or after the date of signature of the Facility Agreement (the "Signing Date"), the Borrower may upon 5 business days' irrevocable prior written notice to the Agent, cancel, in whole or in part undrawn amounts under Tranche A, without cost, premium or penalty, in minimum amounts of US$ 50,000,000 and additional multiples of US$ 10,000,000 (or the remainder of commitments under the Tranche A Amount, as the case may be). Any amounts thus cancelled may not be reinstated or redrawn. Advances made in U.S. dollars or any Optional Currency (other than Euro) under the Facility shall accrue interest at the rate of 1, 2, 3, or 6 month LIBOR - or other periods up to 12 months as agreed by the Lenders as determined by reference to the relevant Telerate page (or, if not available, by Reference Banks) at or about 11:00 a.m. London time two business days prior to the first day of the relevant interest period for Advances in US Dollars or any Optional Currency (other than GBP) and on the first day of the relevant interest period for Advances in GBP, plus the Applicable Margin, plus Mandatory Costs (where applicable). Advances made in Euro under the Facility shall accrue interest at the rate of 1, 2, 3, or 6 month EURIBOR - or other periods up to 12 months as agreed by the Lenders as determined by reference to the relevant Telerate page (or, if not available, by Reference Banks) at or about 11:00 a.m. London time two business days prior to the first day of the relevant interest period plus the Applicable Margin, plus Mandatory Costs (where applicable). Interest with respect to each Advance will be paid on the last day of the interest period for such Advance except in the case of periods exceeding 6 months, in which case interest shall be paid on the date falling 6 months after the initial date of such interest period and on the last day of the interest period for each such Advance.

Interest:

Reference Banks:

Four banks to be determined in respect of LIBOR to include at least one Arranger and at least one other Lender, and four banks to be determined in respect of EURIBOR to include at least one Arranger and at least one Lender. If the Borrower fails to pay any sums due by it under the Facility, the Borrower shall, from the date when such sum fell due, pay interest on the unpaid sum up to the date upon which such sum is actually received by the Lenders at the rate per annum which is the aggregate of (i) one per cent (1%) and (ii) the rate otherwise applicable to Advances outstanding under the Facility at the time of the default. Tranche A: 27.5 basis points (0.275% per annum). Tranche B: 27.5 basis points (0.275% per annum) until the date falling 12 months after the Closing Date, 32.5 basis points (0.325% per annum) until the date falling 24 months after the Closing Date and 35 basis points (0.35% per annum) payable until the Final

Default rate:

Applicable Margin:

Page 5
Maturity Date. Utilisation Fee: Tranche B: A utilisation fee shall be paid in Euro quarterly in arrears and calculated daily on the amounts drawn under the Facility on an actual/360 day basis at the rate of 2.5 basis points per annum (0.025% per annum)

Maturity Date. Utilisation Fee: Tranche B: A utilisation fee shall be paid in Euro quarterly in arrears and calculated daily on the amounts drawn under the Facility on an actual/360 day basis at the rate of 2.5 basis points per annum (0.025% per annum) for each day until the date falling 12 months after the Closing Date on which the level of utilisation under the Tranche B is equal to or greater than USD 1,375,000,000, calculated and payable on all amounts drawn under Tranche B.

Page 6
Commitment Fee: Tranche A A commitment fee shall be paid quarterly in arrears and calculated daily on the undrawn and uncancelled Tranche A Amount of the Facility on an actual/360 day basis at a rate of 11 basis points (0.11% per annum) with effect only from the day falling thirty (30) days after the Signing Date, provided that day does not fall after 15 December 2000. If that day falls after 15 December 2000, then the Commitment Fee will be calculated with effect from 15 December 2000. Tranche B A commitment fee shall be paid quarterly in arrears and calculated on the undrawn and uncancelled amounts of the Tranche B Amount on an actual/360 day basis at a rate of 12.5 basis points (0.125% per annum). Documentation: Standard Euromarket documentation for this type of facility to include the following clauses: Conditions Precedent to the initial Advance shall include: (a) Legal Opinion provided by the General Counsel of the Borrower, reasonably satisfactory to the Lenders; Legal Opinion provided by Clifford Chance, Paris Office, acting as counsel to the Lenders under French law;

(b)

(c) delivery of the Borrower's constitutive documents; (d) execution and delivery of necessary powers, authorised signatures and Management Board (Directoire) resolution approving the Facility Agreement; (e) execution and delivery of compliance certificates with respect to Financial Covenants duly signed by an authorised officer of the Borrower; (f) payment of all fees; (g) all authorisations advisable or required (in the reasonable opinion of the Agent (acting on the basis of legal advice)) in connection with AXA's entry into the facility documentation and related documents; and (h) Certificate of the Borrower confirming that there is no financial indebtedness secured by existing encumbrances as of the date of the Facility Agreement. Page 7

Commitment Fee:

Tranche A A commitment fee shall be paid quarterly in arrears and calculated daily on the undrawn and uncancelled Tranche A Amount of the Facility on an actual/360 day basis at a rate of 11 basis points (0.11% per annum) with effect only from the day falling thirty (30) days after the Signing Date, provided that day does not fall after 15 December 2000. If that day falls after 15 December 2000, then the Commitment Fee will be calculated with effect from 15 December 2000. Tranche B A commitment fee shall be paid quarterly in arrears and calculated on the undrawn and uncancelled amounts of the Tranche B Amount on an actual/360 day basis at a rate of 12.5 basis points (0.125% per annum).

Documentation:

Standard Euromarket documentation for this type of facility to include the following clauses: Conditions Precedent to the initial Advance shall include: (a) Legal Opinion provided by the General Counsel of the Borrower, reasonably satisfactory to the Lenders; Legal Opinion provided by Clifford Chance, Paris Office, acting as counsel to the Lenders under French law;

(b)

(c) delivery of the Borrower's constitutive documents; (d) execution and delivery of necessary powers, authorised signatures and Management Board (Directoire) resolution approving the Facility Agreement; (e) execution and delivery of compliance certificates with respect to Financial Covenants duly signed by an authorised officer of the Borrower; (f) payment of all fees; (g) all authorisations advisable or required (in the reasonable opinion of the Agent (acting on the basis of legal advice)) in connection with AXA's entry into the facility documentation and related documents; and (h) Certificate of the Borrower confirming that there is no financial indebtedness secured by existing encumbrances as of the date of the Facility Agreement. Page 7

Delivery of the following documents in relation to the Tender Offer shall include: (a) Confirmation that all conditions precedent to the tender offer as set out in the Offer Documents have been satisfied (shall constitute Conditions Precedent to the initial Advance); (b) Confirmation that all conditions precedent to the merger as set out in the Merger Agreement have been satisfied (shall constitute Conditions Precedent to further Advances); and (c) certified copies of resolutions of the Borrower's Directoire approving the Tender Offer. Conditions Precedent to the initial Advance and rollovers shall include:

Delivery of the following documents in relation to the Tender Offer shall include: (a) Confirmation that all conditions precedent to the tender offer as set out in the Offer Documents have been satisfied (shall constitute Conditions Precedent to the initial Advance); (b) Confirmation that all conditions precedent to the merger as set out in the Merger Agreement have been satisfied (shall constitute Conditions Precedent to further Advances); and (c) certified copies of resolutions of the Borrower's Directoire approving the Tender Offer. Conditions Precedent to the initial Advance and rollovers shall include: (a) Representations and Warranties to be repeated in accordance with the Facility Agreement are true and correct in all material respects; and (b) No Event of Default or Potential Event of Default has occurred and is continuing. All documentary conditions precedent shall be in form and substance reasonably satisfactory to the Agent. Representations and Warranties shall include: Representations and warranties to be made in respect of the Borrower at signing, and (i), (ii), (iii), (iv), (v), (vi)(y), (viii), (x) and (xii) inclusive, to be repeated at the date of each Tranche A Advance, each Tranche B Advance or each rollover date, shall include: (i) Borrower is duly incorporated, validly existing and legally empowered; (ii) Borrower has obtained all necessary authorisations both in accordance with its statutes and law to enter into, perform and deliver the Facility Agreement and no filings are required; (iii) obligations of the Borrower under the Facility Agreement are legally valid, binding and enforceable and do not conflict with law, regulation, or with corporate statutes or existing legal or contractual obligations; (iv) Borrower's obligations under the Facility Agreement rank pari passu with respect to all present and future unsecured and unsubordinated Financial Indebtedness of the Borrower, except for such unsecured and unsubordinated Page 8

Financial Indebtedness as would be preferred by virtue of the operation of law; (v) no Event of Default or Potential Event of Default has occurred and is continuing (for the avoidance of doubt, Potential Event of Default shall not apply for a rollover); (vi) Accuracy and fairness of (x) 1999 audited consolidated financial Statements (the "1999 Consolidated Financial Statements") and (y) subsequent audited consolidated financial Statements (the "Annual Consolidated Financial Statements"), to the best of the Borrower's knowledge and belief; (vii) Between the 1999 Consolidated Financial Statements and the date of signing of the Facility Agreement, there has been no Material Adverse Change; (viii) No material litigation or other proceedings at the date of signing of the Facility Agreement which is material in the context of its operation taken as a whole (to the best of the Borrower's knowledge and belief) which would have a Material Adverse Effect; (ix) Under French law, no stamp, registration or similar tax, (other than French "Timbres de Dimension") in connection with the execution, delivery, performance or enforcement of the Facility Agreement;

Financial Indebtedness as would be preferred by virtue of the operation of law; (v) no Event of Default or Potential Event of Default has occurred and is continuing (for the avoidance of doubt, Potential Event of Default shall not apply for a rollover); (vi) Accuracy and fairness of (x) 1999 audited consolidated financial Statements (the "1999 Consolidated Financial Statements") and (y) subsequent audited consolidated financial Statements (the "Annual Consolidated Financial Statements"), to the best of the Borrower's knowledge and belief; (vii) Between the 1999 Consolidated Financial Statements and the date of signing of the Facility Agreement, there has been no Material Adverse Change; (viii) No material litigation or other proceedings at the date of signing of the Facility Agreement which is material in the context of its operation taken as a whole (to the best of the Borrower's knowledge and belief) which would have a Material Adverse Effect; (ix) Under French law, no stamp, registration or similar tax, (other than French "Timbres de Dimension") in connection with the execution, delivery, performance or enforcement of the Facility Agreement; (x) No proceedings pending or threatened for liquidation, winding-up or similar process; (xi) the information provided by AXA and its officers contained in the Information Memorandum has been prepared with due care, all information contained therein is, to the best of management's knowledge and belief, complete and accurate in all material respects and nothing material has been omitted which could affect the decision of a Lender to enter into the Facility Agreement; and (xii) no encumbrance except those permitted by the Facility Agreement. Undertakings shall include (a) no existing or future Encumbrances over any assets of the Borrower except, those: o created in connection with the purchase of an asset, providing the amount of Financial Indebtedness secured remains confined to such asset; o created by AXA over securities (including any debenture, bond, note) or over sums of money granted in favour of the clearing system of any Page 9

regulated market or for the purpose of a transaction concluded in the ordinary course of the Borrower's cash management; o arising out of a refinancing by AXA of any Financial Indebtedness secured by encumbrances permitted above, provided that such Financial Indebtedness is not increased or secured by any additional asset or revenues; o relating to statutory privileges (privileges legaux) of AXA; and o other Encumbrances created by AXA not falling in the above paragraphs, so long as the amount of Financial Indebtedness secured thereby does not exceed, in aggregate, 15% of the Borrower's own (i.e. non consolidated) net worth (the "AXA Net Worth"). (b) compliance by AXA, tested on an annual basis, by reference to Annual Consolidated Financial Statements with the following Financial Covenants: (i) Ratio of Financial Debt to Consolidated Net Worth not to exceed 1:1; and

regulated market or for the purpose of a transaction concluded in the ordinary course of the Borrower's cash management; o arising out of a refinancing by AXA of any Financial Indebtedness secured by encumbrances permitted above, provided that such Financial Indebtedness is not increased or secured by any additional asset or revenues; o relating to statutory privileges (privileges legaux) of AXA; and o other Encumbrances created by AXA not falling in the above paragraphs, so long as the amount of Financial Indebtedness secured thereby does not exceed, in aggregate, 15% of the Borrower's own (i.e. non consolidated) net worth (the "AXA Net Worth"). (b) compliance by AXA, tested on an annual basis, by reference to Annual Consolidated Financial Statements with the following Financial Covenants: (i) Ratio of Financial Debt to Consolidated Net Worth not to exceed 1:1; and (ii) Consolidated Shareholder Funds are not less than 75% of the figures specified in the 1999 Consolidated Financial Statements. (c) notification by the Borrower of any Event of Default or Potential Event of Default; (d) delivery: o within 45 business days from the date upon which the Commission des Operations de Bourse (COB) approves the Borrower's annual report, of its annual report containing the annual audited consolidated and unconsolidated financial statements of AXA certified by its statutory auditors along with compliance certificates duly signed by an authorised officer of AXA setting out calculations showing compliance with Financial Covenants, o within 120 business days of end of the relevant accounting period of all publicly available semi-annual consolidated financial statements of AXA, o at the same time as sent to the relevant recipient, of copies of any information sent to its shareholders (or any class of them), the COB (provided such information has received a visa definitif from the COB) and the holders of any class of the Borrower's listed debt instruments; and o as soon as possible, of such other information about the Page 10

Borrower's financial situation or business reasonably requested by the Agent; (e) maintenance by the Borrower of all consents and authorisations with respect to its obligations under the Facility Agreement; (f) the Borrower will ensure that the financial information delivered by the Borrower has been prepared in good faith and is complete and accurate in all material respects; (g) the Borrower will ensure that at least 80% of the Consolidated Revenues (produit brut d'exploitation) of the AXA Group are generated by insurance business, asset management and other financial services; (h) the Borrower will do all such things as are necessary to ensure that it has the right and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions; and (i) the Borrower will obtain consent of Agent to any written publication during the Tender Offer period which makes reference to the Facility Agreement or to the Arrangers, the Agent or the Lenders.

Borrower's financial situation or business reasonably requested by the Agent; (e) maintenance by the Borrower of all consents and authorisations with respect to its obligations under the Facility Agreement; (f) the Borrower will ensure that the financial information delivered by the Borrower has been prepared in good faith and is complete and accurate in all material respects; (g) the Borrower will ensure that at least 80% of the Consolidated Revenues (produit brut d'exploitation) of the AXA Group are generated by insurance business, asset management and other financial services; (h) the Borrower will do all such things as are necessary to ensure that it has the right and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions; and (i) the Borrower will obtain consent of Agent to any written publication during the Tender Offer period which makes reference to the Facility Agreement or to the Arrangers, the Agent or the Lenders. Events of Default shall include: (i) Non-payment of any sum due and payable in accordance with the terms of the Facility Agreement within 5 (five) Business Days of the due date therefor; (ii) breach of undertaking (b) or (c) or a material breach of undertaking (g); (iii) breach of any undertaking or other obligation of the Borrower with respect to the Facility Agreement and such breach is not remedied within 30 (thirty) calendar days of the Agent giving notice thereof to the Borrower; (iv) Cross Acceleration: Any Financial Indebtedness of the Borrower exceeding in aggregate Euros 115,000,000 (or equivalent) is not paid when due or becomes due and payable before its stated maturity by way of a declared default after expiry of any applicable grace period, unless such default is contested in good faith by the Borrower; (v) misrepresentation or material inaccuracy of any material fact or information when made or deemed repeated; (vi) insolvency and similar events concerning the Page 11

Borrower shall include bankruptcy, liquidation, insolvency (as provided for by French law n(degree)85-98 of the 25th January 1985), and general readjustment or rescheduling of debts (as provided for by French law n(degree) 84-148 of the 1st March 1984); (vii) there occurs an event or series of events which, in the reasonable opinion of the Agent, acting on instruction of the Majority Lenders, irremediably compromises the ability of the Borrower to perform in a timely manner any of its payment obligations under the Facility Agreement; Special Early Termination Event shall include: (i) Cross Acceleration: Any Financial Indebtedness (excluding item (vi) of such definition) of a Material Subsidiary exceeding in aggregate Euros 100,000,000 (or equivalent) for such Material Subsidiary is not paid when due or becomes due and payable before its stated maturity by way of a declared default after expiry of any applicable grace period, unless such default is contested in good faith by such Material Subsidiary; and (ii) Insolvency: insolvency and similar events concerning a Material Subsidiary shall include bankruptcy, liquidation, insolvency (as provided for by French law n(degree)85-98 of the 25th January 1985), and general readjustment or rescheduling of debts (as provided for by French law n(degree)84-148 of the 1st March 1984). Where this clause applies to a Material Subsidiary, the Majority Lenders may declare any undrawn portion of the

Borrower shall include bankruptcy, liquidation, insolvency (as provided for by French law n(degree)85-98 of the 25th January 1985), and general readjustment or rescheduling of debts (as provided for by French law n(degree) 84-148 of the 1st March 1984); (vii) there occurs an event or series of events which, in the reasonable opinion of the Agent, acting on instruction of the Majority Lenders, irremediably compromises the ability of the Borrower to perform in a timely manner any of its payment obligations under the Facility Agreement; Special Early Termination Event shall include: (i) Cross Acceleration: Any Financial Indebtedness (excluding item (vi) of such definition) of a Material Subsidiary exceeding in aggregate Euros 100,000,000 (or equivalent) for such Material Subsidiary is not paid when due or becomes due and payable before its stated maturity by way of a declared default after expiry of any applicable grace period, unless such default is contested in good faith by such Material Subsidiary; and (ii) Insolvency: insolvency and similar events concerning a Material Subsidiary shall include bankruptcy, liquidation, insolvency (as provided for by French law n(degree)85-98 of the 25th January 1985), and general readjustment or rescheduling of debts (as provided for by French law n(degree)84-148 of the 1st March 1984). Where this clause applies to a Material Subsidiary, the Majority Lenders may declare any undrawn portion of the Facility to be cancelled (and no further notice of drawing may be issued). The Lenders may not accelerate repayment of all outstandings, but instead, (a) any then current interest period which exceeds 6 months duration shall be automatically reduced to a 6 month interest period, and (b) if the Majority Lenders so require, when the Borrower repays any Advance in accordance with the Facility Agreement, such Advance will not be available for reborrowing and the Lenders' commitments will be cancelled accordingly. Miscellaneous to include: (a) Change of control (i) Hostile change of control: Mandatory Prepayment of all amounts outstanding under the Facility, and/or cancellation, as the case may be, in the event of any single person or group of persons acting in concert acquiring control, Page 12

directly or indirectly, of the Borrower. A change of control shall be considered as being hostile when any decision of the Supervisory Board of the Borrower has declined the change of control. Provided that in the event that the Supervisory Board (i) is under no obligation to take a decision in respect of any change of control and (ii) does not in fact take any decision in respect thereof, then, (a) if the change of control in question arises as a result of a transfer of shares by one or more members of the Current Control Group, the Supervisory Board will be deemed to have accepted the change of control; but (b) if the change of control results from dealings in shares which do not involve the Current Control Group, the Supervisory Board will be deemed to have declined the change in control. In this event, the Majority Lenders will not request such prepayment and/or cancellation without having first discussed (through the Agent) such matters with the Borrower. The prepayment shall in any event not be requested before 90 (ninety) days from the date the change of control becomes legally effective. (ii) Amicable change of control: A change of control shall be considered as being amicable when all decisions of the Supervisory Board of the Borrower have accepted the change of control. Provided that in the event that the Supervisory Board (i) is under no obligation to take a decision in respect of

directly or indirectly, of the Borrower. A change of control shall be considered as being hostile when any decision of the Supervisory Board of the Borrower has declined the change of control. Provided that in the event that the Supervisory Board (i) is under no obligation to take a decision in respect of any change of control and (ii) does not in fact take any decision in respect thereof, then, (a) if the change of control in question arises as a result of a transfer of shares by one or more members of the Current Control Group, the Supervisory Board will be deemed to have accepted the change of control; but (b) if the change of control results from dealings in shares which do not involve the Current Control Group, the Supervisory Board will be deemed to have declined the change in control. In this event, the Majority Lenders will not request such prepayment and/or cancellation without having first discussed (through the Agent) such matters with the Borrower. The prepayment shall in any event not be requested before 90 (ninety) days from the date the change of control becomes legally effective. (ii) Amicable change of control: A change of control shall be considered as being amicable when all decisions of the Supervisory Board of the Borrower have accepted the change of control. Provided that in the event that the Supervisory Board (i) is under no obligation to take a decision in respect of any change of control and (ii) does not in fact take any decision in respect thereof, then, (a) if the change of control in question arises as a result of a transfer of shares by one or more members of the Current Control Group, the Supervisory Board will be deemed to have accepted the change of control; but (b) if the change of control results from dealings in shares which do not involve the Current Control Group, the Supervisory Board will be deemed to have declined the change in control. In the event of the Supervisory Board accepting or being deemed to accept the change of control, the Agent shall determine if the financial strength rating of the Borrower, as published by at least two rating agencies (being Standard & Poor's Ratings Group, Moody's Investor Services, Inc. or Fitch IBCA) within 30 days of the date the change of control becomes legally effective, is downgraded in each case by more than one notch below the financial strength rating of the Borrower before such change of control. In this event, the Majority Lenders may declare any Page 13

undrawn portion of the Facility to be cancelled (and no further notice of drawing may be issued). No drawn portion of the Facility to become due and payable prior to its stated maturity as a result of such change of control (and any then current interest period which exceeds 6 months duration shall be automatically reduced to a 6 month interest period). For this purpose, there is a change in control if the Borrower is controlled by a person who is not a member of the Current Control Group or a successor to or company controlled by a member of the Current Control Group, for which purpose: (x) "Current Control Group" means FINAXA S.A., AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurances Mutuelle and AXA Conseil Vie Assurance Mutuelle; and (y) "control" has the meaning given in article 355-1 of the French Companies law of 24 July 1966, as of the date hereof. (b) Illegality (with provision for mitigation, and for the withdrawal of individual Lenders in the event of supervening illegality);

undrawn portion of the Facility to be cancelled (and no further notice of drawing may be issued). No drawn portion of the Facility to become due and payable prior to its stated maturity as a result of such change of control (and any then current interest period which exceeds 6 months duration shall be automatically reduced to a 6 month interest period). For this purpose, there is a change in control if the Borrower is controlled by a person who is not a member of the Current Control Group or a successor to or company controlled by a member of the Current Control Group, for which purpose: (x) "Current Control Group" means FINAXA S.A., AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurances Mutuelle and AXA Conseil Vie Assurance Mutuelle; and (y) "control" has the meaning given in article 355-1 of the French Companies law of 24 July 1966, as of the date hereof. (b) Illegality (with provision for mitigation, and for the withdrawal of individual Lenders in the event of supervening illegality); (c) market disruption (alternative rate fixing arrangements); (d) Change of circumstances: Borrower to indemnify Lenders against increased costs incurred by them or their holding companies consequent on changes in law or regulation (or their interpretation by a competent authority) or compliance with instructions, recommendations or requests by competent authorities but only to the extent that such increased costs would have the same effect at the same date on all Lenders that are regulated by the same supervisory authority (with provision for mitigation); (e) free transferability for Lenders, in a minimum amount of USD 20,000,000 and in integral multiple of USD 10,000,000, subject to prior notification being given to the Agent and AXA and to AXA's consent (not to be unreasonably withheld and deemed given if not refused within 10 business days) and to payment of the reasonable administrative costs of the Agent by relevant Lender. Unless the transfer is carried out pursuant to an obligation to mitigate, the Borrower shall not be obliged to pay additional amounts under gross up and additional costs clauses immediately following a transfer if at the date of such transfer such amounts would not have been payable but for the transfer; (f) Majority Lenders and the Borrower may agree amendments or waivers to any terms of the facility agreement except in relation to: o the definition of Majority Lenders, Optional Currency and any reduction in either the Margin or the Page 14

Commitment Fee; o an extension of the date for, or a decrease in an amount or a change in the currency of, any payment to a Lender; o an increase (or extension) in a Lender's commitment; o a term which expressly requires the consent of a Lender; o any change of the amendment clause; o transfers by Lenders; o pro rata sharing; o conditions precedent to advances;

Commitment Fee; o an extension of the date for, or a decrease in an amount or a change in the currency of, any payment to a Lender; o an increase (or extension) in a Lender's commitment; o a term which expressly requires the consent of a Lender; o any change of the amendment clause; o transfers by Lenders; o pro rata sharing; o conditions precedent to advances; o an interest period of a duration other than one, two, three or six months. (g) the Borrower shall indemnify the Arrangers and the Lenders against cost and liability incurred by them in consequence of any act or omission of the Borrower relative to the Offer; (h) special mandatory prepayment: it becomes illegal
under French law for the Borrower to perform its payment obligations under the Facility Agreement. Taxes and other Deductions:

All amounts payable under the Facility Agreement will be made without set-off or counterclaim and free of all French taxes, withholdings, charges and deductions of whatever nature. Any such French taxes or other French deductions shall be for the account of the Borrower, which shall furnish to the Lenders certificates evidencing the payment of such taxes or deductions and shall gross up and pay such additional amounts as are required to ensure that the Lenders receive the amounts they would have received without such taxes or deductions. A Lender which, at the time it became a Lender, did not satisfy the conditions of French law (including the provisions of any applicable tax treaty) in order for interest payments to be free from withholding in France will only be entitled to claim additional payment in respect of withholdings on interest to the extent that the additional payment is referable to an increase in the rate of withholding after it became a Lender.

Enforcement costs:

All reasonable expenses incurred by the Agent and Lenders in connection with the enforcement of their rights under the Facility Agreement in the event of breach of its obligations by the Borrower or for the purpose of investigating an Event of Default (including, duly documented legal fees, translation costs and reasonable out of pocket expenses) shall be for the account of the Borrower. Any publicity relating hereto shall be at the discretion (after consulting with the Arrangers) and for the account of the Borrower.

Publicity:

Governing Law and Jurisdiction:

The facility agreement will be in the English language and shall be governed by and construed in accordance with French law. The Borrower shall submit to the exclusive jurisdiction of the Courts of Paris.

Page 15
Key Definitions: "AXA Net Worth" means the sum of (i) Total Shareholder's Equity (including: ordinary shares, capital in excess of nominal value and retained earning and reserves), (ii) net income, (iii) instruments junior to the subordinated debt (if any) and (iv) subordinated debt, as each such item is so described in the most recent annual borrower statutory non-consolidated annual financial statements of AXA (as contained in the most recent Annual Consolidated Financial Statements of AXA). For greater clarity, AXA Net Worth with respect to the 1999 statutory non-consolidated annual financial statements of AXA is EUR 18.4 billion (as contained in 1999 Consolidated Financial Statements). "Closing Date" shall mean : (i) in the case the Tender Offer, the date on which AXA shall have accepted for exchange all of the shares of Shares properly tendered and not withdrawn pursuant to the Tender Offer as evidenced by a certificate duly signed by an authorized officer of AXA, and (ii) in the case the Merger, the date upon which all the conditions set forth in the Merger Agreement have been satisfied as evidenced by a certificate of an authorized officer of AXA. "Consolidated Net Worth" means the sum of (i) Total Shareholder's Equity (including: Ordinary shares, Capital in excess of nominal value and retained earning and reserves), (ii) Minority interests, (iii) instruments junior to the Subordinated debt (if any), (iv) Subordinated debt and (v) Mandatorily convertible bonds and notes, as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA. For greater clarity, Consolidated Net Worth with respect to the 1999 Consolidated Financial Statements of AXA is EUR 29.1 billion. "Consolidated Shareholder Funds" means the sum of (i) Total Shareholder's Equity (including: Ordinary shares, Capital in excess of nominal value and retained earning and reserves) and (iii) instruments junior to the Subordinated debt (if any), as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA. For greater clarity, Consolidated Shareholder Funds with respect to the 1999 Consolidated Financial Statements of AXA is EUR 24.3 billion. "Encumbrance" means any: (a) hypotheque, nantissement, privilege, "gage-especes" any surete reelle or droit de retention; (b) mortgage, pledge, lien, charge, assignment by way of security or for the purpose of providing security, hypothecation, right in

Page 16

security, security interest or (to the extent applicable) trust arrangement for the purpose of providing security; and

Key Definitions:

"AXA Net Worth" means the sum of (i) Total Shareholder's Equity (including: ordinary shares, capital in excess of nominal value and retained earning and reserves), (ii) net income, (iii) instruments junior to the subordinated debt (if any) and (iv) subordinated debt, as each such item is so described in the most recent annual borrower statutory non-consolidated annual financial statements of AXA (as contained in the most recent Annual Consolidated Financial Statements of AXA). For greater clarity, AXA Net Worth with respect to the 1999 statutory non-consolidated annual financial statements of AXA is EUR 18.4 billion (as contained in 1999 Consolidated Financial Statements). "Closing Date" shall mean : (i) in the case the Tender Offer, the date on which AXA shall have accepted for exchange all of the shares of Shares properly tendered and not withdrawn pursuant to the Tender Offer as evidenced by a certificate duly signed by an authorized officer of AXA, and (ii) in the case the Merger, the date upon which all the conditions set forth in the Merger Agreement have been satisfied as evidenced by a certificate of an authorized officer of AXA. "Consolidated Net Worth" means the sum of (i) Total Shareholder's Equity (including: Ordinary shares, Capital in excess of nominal value and retained earning and reserves), (ii) Minority interests, (iii) instruments junior to the Subordinated debt (if any), (iv) Subordinated debt and (v) Mandatorily convertible bonds and notes, as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA. For greater clarity, Consolidated Net Worth with respect to the 1999 Consolidated Financial Statements of AXA is EUR 29.1 billion. "Consolidated Shareholder Funds" means the sum of (i) Total Shareholder's Equity (including: Ordinary shares, Capital in excess of nominal value and retained earning and reserves) and (iii) instruments junior to the Subordinated debt (if any), as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA. For greater clarity, Consolidated Shareholder Funds with respect to the 1999 Consolidated Financial Statements of AXA is EUR 24.3 billion. "Encumbrance" means any: (a) hypotheque, nantissement, privilege, "gage-especes" any surete reelle or droit de retention; (b) mortgage, pledge, lien, charge, assignment by way of security or for the purpose of providing security, hypothecation, right in

Page 16

security, security interest or (to the extent applicable) trust arrangement for the purpose of providing security; and (c) other security agreement or other arrangement having the effect of providing security. "Financial Debt" means Financing debt as such item is so described in the most recent Annual Consolidated

security, security interest or (to the extent applicable) trust arrangement for the purpose of providing security; and (c) other security agreement or other arrangement having the effect of providing security. "Financial Debt" means Financing debt as such item is so described in the most recent Annual Consolidated Financial Statements of AXA. For greater clarity, Financial Debt with respect to the 1999 Consolidated Financial Statements of AXA is EUR 5.4 billion. "Financial Indebtedness" means any indebtedness in respect of: (i) borrowed moneys; (ii) any debenture, bond, note, loan stock or other security; (iii) any acceptance or documentary credit; (iv) the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset; (v) any lease (including, without limitation, capital leases) entered into primarily as a method of raising finance or financing the acquisition of the asset leased; (vi) any indebtedness for money owing in respect of any interest rate swap, or currency swap or other derivative instruments, such indebtedness to be measured on a mark-to-market basis at the relevant time and to include, with respect to any particular counterparty, application of the relevant ISDA or AFB netting procedures; or (vii) any indebtedness (actual or contingent) under a guarantee, security or other commitment designed to protect any creditor against loss in respect of any Financial Indebtedness of any third party. "Group" means the Borrower and its Subsidiaries from time to time. "Majority Lenders" means, at any time, Lenders: (i) whose participations in the advances then outstanding aggregate 2/3 or more of all the advances then outstanding; or (ii) if there are no advances then outstanding, whose Page 17

commitments then aggregate 2/3 or more of the total commitments; or (iii) if there are no advances then outstanding and the total commitments have been reduced to nil, whose commitments aggregated 2/3 or more of the Total commitments immediately before the reduction. "Material Adverse Effect" means any effect which, in the reasonable opinion of the Majority Lenders, is expected to be materially adverse to the ability of the Borrower to comply with any of its payment obligations under the Facility Agreement. "Material Adverse Change" shall mean any event relating to the assets or financial condition of the AXA Group taken as a whole which has a Material Adverse Effect on the Borrower. "Material Subsidiary" means:

commitments then aggregate 2/3 or more of the total commitments; or (iii) if there are no advances then outstanding and the total commitments have been reduced to nil, whose commitments aggregated 2/3 or more of the Total commitments immediately before the reduction. "Material Adverse Effect" means any effect which, in the reasonable opinion of the Majority Lenders, is expected to be materially adverse to the ability of the Borrower to comply with any of its payment obligations under the Facility Agreement. "Material Adverse Change" shall mean any event relating to the assets or financial condition of the AXA Group taken as a whole which has a Material Adverse Effect on the Borrower. "Material Subsidiary" means: (a) any subsidiary of the Borrower engaged in insurance business and regulated as such whose contribution to the consolidated premium or consolidated gross technical reserves of the Borrower represents 5% or more of the consolidated gross premium issued or consolidated gross technical reserves, respectively, of the Group, as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA; (b) any subsidiary of the Borrower engaged in asset management and regulated as such which has assets under management of more than 30 per cent. of the aggregate assets under management of the Group, as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA; (c) any subsidiary of the Borrower engaged in banking and regulated as such whose total assets exceed 4 per cent. of the consolidated gross assets of the Group, as each such item is so described in the most recent Annual Consolidated Financial Statements of AXA, but excluding Donaldson Lufkin & Jenrette (and its successors) and Banque Worms (and its successors). "Mandatory Costs" means any costs incurred by any Lender lending through an office in the UK in order to comply with the requirements of the Bank of England or the Financial Services Authority of the UK, with respect to each Lender lending through an office in any member state of the European Union which has adopted the Euro with the reserve requirements of the European System of Central Banks. "Offer Documents" shall mean: (i) the documents distributed to shareholders of AXA Financial, Inc. in connection with the offer of AXA (the "Tender Offer") to acquire all the outstanding shares of common stock of AXA Financial (other than shares owned by AXA and its subsidiaries or shares held in Treasury by AXA Page 18

Financial) substantially on the terms and conditions set forth in the Form F-4 Registration Statement to be filed by AXA under the U.S. Securities Act of 1933 in connection with the Tender Offer; and (ii) the Agreement and Plan of Merger between AXA, AXA Merger Corp. (a wholly owned subsidiary of AXA incorporated under Delaware law) and AXA Financial Inc. (the "Merger Agreement") pursuant to which AXA will acquire all the outstanding shares or AXA Financial not tendered in the Tender Offer upon the consummation of a merger between AXA Financial, Inc. and AXA Merger Corp. (the "Merger"). "Potential Event of Default" shall mean any event which, with the giving of notice or the lapse of any period of time, in each case under the Facility Agreement, would constitute an Event of Default under the Facility Agreement. "Subsidiary" means any consolidated subsidiary. Page 19

The parties shall negotiate in good faith the Facility Agreement based on the above Summary Terms and Conditions with a view to be executed by the parties no later than 15 December 2000.

Financial) substantially on the terms and conditions set forth in the Form F-4 Registration Statement to be filed by AXA under the U.S. Securities Act of 1933 in connection with the Tender Offer; and (ii) the Agreement and Plan of Merger between AXA, AXA Merger Corp. (a wholly owned subsidiary of AXA incorporated under Delaware law) and AXA Financial Inc. (the "Merger Agreement") pursuant to which AXA will acquire all the outstanding shares or AXA Financial not tendered in the Tender Offer upon the consummation of a merger between AXA Financial, Inc. and AXA Merger Corp. (the "Merger"). "Potential Event of Default" shall mean any event which, with the giving of notice or the lapse of any period of time, in each case under the Facility Agreement, would constitute an Event of Default under the Facility Agreement. "Subsidiary" means any consolidated subsidiary. Page 19

The parties shall negotiate in good faith the Facility Agreement based on the above Summary Terms and Conditions with a view to be executed by the parties no later than 15 December 2000. Please signify your acceptance of the terms and conditions set out above by signing and returning a copy of this Summary of Terms and Conditions. Date: 18 October 2000 For and on behalf of
AXA: By: /s/ Gerard de La Martiniere ------------------------------Gerard de la Martiniere Title: Member of the Management Board

for and on behalf of Date : 18 October 2000 the ARRANGERS and the UNDERWRITERS:
Bank of America International Limited, as Arranger By: /s/ Charles Bingham ------------------Charles Bingham Title: Managing Director Bank of America, N.A., as Underwriter By: /s/ Charles Bingham -------------------Charles Bingham Title: Managing Director

Chase Manhattan Plc, as Arranger By: /s/ Parker Griffin ------------------Parker Griffin Title: Managing Director

The Chase Manhattan Bank, as Underwriter /s/ Alan R. Badanes -------------------Alan R. Badanes Title: Managing Director By:

Page 20
SG Investment Banking, as Arranger /s/ Jean-Claude Luu van Lang -----------------------Jean-Claude Luu van Lang Title: Director By: Societe Generale, as Underwriter /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director By:

UBS Warburg Ltd., as Arranger

UBS AG, as Underwriter

The parties shall negotiate in good faith the Facility Agreement based on the above Summary Terms and Conditions with a view to be executed by the parties no later than 15 December 2000. Please signify your acceptance of the terms and conditions set out above by signing and returning a copy of this Summary of Terms and Conditions. Date: 18 October 2000 For and on behalf of
AXA: By: /s/ Gerard de La Martiniere ------------------------------Gerard de la Martiniere Title: Member of the Management Board

for and on behalf of Date : 18 October 2000 the ARRANGERS and the UNDERWRITERS:
Bank of America International Limited, as Arranger By: /s/ Charles Bingham ------------------Charles Bingham Title: Managing Director Bank of America, N.A., as Underwriter By: /s/ Charles Bingham -------------------Charles Bingham Title: Managing Director

Chase Manhattan Plc, as Arranger By: /s/ Parker Griffin ------------------Parker Griffin Title: Managing Director

The Chase Manhattan Bank, as Underwriter /s/ Alan R. Badanes -------------------Alan R. Badanes Title: Managing Director By:

Page 20
SG Investment Banking, as Arranger /s/ Jean-Claude Luu van Lang -----------------------Jean-Claude Luu van Lang Title: Director By: Societe Generale, as Underwriter /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director By:

UBS Warburg Ltd., as Arranger By: /s/ Donald Procter -----------------------Donald Procter Title: Executive Director /s/ Valerio Forte -----------------------Valerio Forte Title: Executive Director By:

UBS AG, as Underwriter By: Donald Procter -------------------------Donald Procter Title: Executive Director /s/ Valerio Forte -------------------------Valerio Forte Title: Executive Director

By:

Page 21

EXHIBIT 99.18

SG Investment Banking, as Arranger By: /s/ Jean-Claude Luu van Lang -----------------------Jean-Claude Luu van Lang Title: Director

Societe Generale, as Underwriter /s/ Jean-Claude Luu van Lang -------------------------Jean-Claude Luu van Lang Title: Director By:

UBS Warburg Ltd., as Arranger By: /s/ Donald Procter -----------------------Donald Procter Title: Executive Director /s/ Valerio Forte -----------------------Valerio Forte Title: Executive Director By:

UBS AG, as Underwriter By: Donald Procter -------------------------Donald Procter Title: Executive Director /s/ Valerio Forte -------------------------Valerio Forte Title: Executive Director

By:

Page 21

EXHIBIT 99.18 WASSERSTEIN [LOGO] PERELLA & CO

Price Comparison Analysis (US$)
8/29/00 Price ------Diversified American Express Citigroup Mellon Financial Morgan Stanley AXF $59.25 $58.13 $42.75 $104.50 $52.25 10/16/00 Price -------$55.75 $50.81 $41.69 $77.69 $51.63 10/17/00 Price @ ~2PM -----------$53.69 $48.75 $40.69 $73.25 $50.94 % Change in Price(1) ----------(3.7)% (4.1)% (2.4)% (5.7)% (1.3)%

-------------------------------------------------Low (5.7)% Mean (4.0)% Median (3.9)% High (2.4)% -------------------------------------------------Asset Accumulators American General Hartford Financial Lincoln National Jefferson-Pilot John Hancock MetLife Nationwide Financial AXF

$70.44 $62.50 $47.31 $61.75 $22.50 $24.00 $36.94 $52.25

$74.13 $68.00 $44.63 $61.00 $26.75 $25.38 $38.69 $51.63

$73.25 $67.31 $43.19 $59.75 $26.75 $25.44 $38.38 $50.94

(1.2)% (1.0)% (3.2)% (2.0)% 0.0 % 0.2 % (0.8)% (1.3)%

-------------------------------------------------Low (3.2)% Mean (1.1)% Median (1.0)% High 0.2 % -------------------------------------------------8/29/00 Price 10/16/00 Price 10/17/00 Price @ -2PM % Change in Price(1)

EXHIBIT 99.18 WASSERSTEIN [LOGO] PERELLA & CO

Price Comparison Analysis (US$)
8/29/00 Price ------Diversified American Express Citigroup Mellon Financial Morgan Stanley AXF $59.25 $58.13 $42.75 $104.50 $52.25 10/16/00 Price -------$55.75 $50.81 $41.69 $77.69 $51.63 10/17/00 Price @ ~2PM -----------$53.69 $48.75 $40.69 $73.25 $50.94 % Change in Price(1) ----------(3.7)% (4.1)% (2.4)% (5.7)% (1.3)%

-------------------------------------------------Low (5.7)% Mean (4.0)% Median (3.9)% High (2.4)% -------------------------------------------------Asset Accumulators American General Hartford Financial Lincoln National Jefferson-Pilot John Hancock MetLife Nationwide Financial AXF

$70.44 $62.50 $47.31 $61.75 $22.50 $24.00 $36.94 $52.25

$74.13 $68.00 $44.63 $61.00 $26.75 $25.38 $38.69 $51.63

$73.25 $67.31 $43.19 $59.75 $26.75 $25.44 $38.38 $50.94

(1.2)% (1.0)% (3.2)% (2.0)% 0.0 % 0.2 % (0.8)% (1.3)%

-------------------------------------------------Low (3.2)% Mean (1.1)% Median (1.0)% High 0.2 % -------------------------------------------------8/29/00 Price ------Asset Managers Stilwell Financial Eaton Vance Franklin Resources Neuberger Berman Federated Investors T. Rowe Price Waddell & Reed Affiliated Managers Alliance Holdings $47.44 $49.69 $37.06 $56.94 $22.81 $42.63 $35.38 $55.94 $53.25 10/16/00 Price -------$40.81 $46.50 $38.85 $60.19 $23.94 $42.88 $32.19 $52.13 $46.44 10/17/00 Price @ -2PM -----------$37.50 $45.19 $37.90 $59.44 $23.44 $41.63 $31.00 $49.19 $44.81 % Change in Price(1) ----------(8.1)% (2.8)% (2.4)% (1.2)% (2.1)% (2.9)% (3.7)% (5.6)% (3.5)%

-------------------------------------------------Low (8.1)% Mean (3.6)% Median (2.9)% High (1.2)% -------------------------------------------------AXA ADR ---------$79.00 $65.13 $64.19 (1.4)%

Price Comparison Analysis (US$)
8/29/00 Price ------Diversified American Express Citigroup Mellon Financial Morgan Stanley AXF $59.25 $58.13 $42.75 $104.50 $52.25 10/16/00 Price -------$55.75 $50.81 $41.69 $77.69 $51.63 10/17/00 Price @ ~2PM -----------$53.69 $48.75 $40.69 $73.25 $50.94 % Change in Price(1) ----------(3.7)% (4.1)% (2.4)% (5.7)% (1.3)%

-------------------------------------------------Low (5.7)% Mean (4.0)% Median (3.9)% High (2.4)% -------------------------------------------------Asset Accumulators American General Hartford Financial Lincoln National Jefferson-Pilot John Hancock MetLife Nationwide Financial AXF

$70.44 $62.50 $47.31 $61.75 $22.50 $24.00 $36.94 $52.25

$74.13 $68.00 $44.63 $61.00 $26.75 $25.38 $38.69 $51.63

$73.25 $67.31 $43.19 $59.75 $26.75 $25.44 $38.38 $50.94

(1.2)% (1.0)% (3.2)% (2.0)% 0.0 % 0.2 % (0.8)% (1.3)%

-------------------------------------------------Low (3.2)% Mean (1.1)% Median (1.0)% High 0.2 % -------------------------------------------------8/29/00 Price ------Asset Managers Stilwell Financial Eaton Vance Franklin Resources Neuberger Berman Federated Investors T. Rowe Price Waddell & Reed Affiliated Managers Alliance Holdings $47.44 $49.69 $37.06 $56.94 $22.81 $42.63 $35.38 $55.94 $53.25 10/16/00 Price -------$40.81 $46.50 $38.85 $60.19 $23.94 $42.88 $32.19 $52.13 $46.44 10/17/00 Price @ -2PM -----------$37.50 $45.19 $37.90 $59.44 $23.44 $41.63 $31.00 $49.19 $44.81 % Change in Price(1) ----------(8.1)% (2.8)% (2.4)% (1.2)% (2.1)% (2.9)% (3.7)% (5.6)% (3.5)%

-------------------------------------------------Low (8.1)% Mean (3.6)% Median (2.9)% High (1.2)% -------------------------------------------------AXA ADR ---------$79.00 $65.13 $64.19 (1.4)%

(1) Percent change from October 16, 2000 price to October 17, 2000 price at ~2:00PM eastern Standard time. WASSERSTEIN [LOGO] PERELLA & CO PREMIER INVESTMENT BANKING

Confidential

PROJECT SHUTTLE Materials for Discussion October 17, 2000 WASSERSTEIN [LOGO] PERELLA & CO PREMIER INVESTMENT BANKING Table of Contents

1. Executive Summary 2. Overview 3. Summary Valuation

Table of Contents

1. Executive Summary 2. Overview 3. Summary Valuation A. AXA Financial B. Insurance / Financial Advisory C. Alliance Capital 4. AXA Group WASSERSTEIN [LOGO] PERELLA & CO PREMIER INVESTMENT BANKING

Executive Summary WASSERSTEIN [LOGO] PERELLA & CO - 1 - PREMIER INVESTMENT BANKING
Executive Summary Summary of Original AXA Group Proposal ================================================================================ Transaction Structure: Exchange offer for cash and AXA Group American Depository Shares ("AXA-ADS"). Upon consummation, AXA Financial will become a wholly-owned subsidiary of AXA Group. This transaction is conditioned on the sale of DLJ $32.10 cash +0.2709 AXA-ADS Total Consideration (Announcement / Current): (2) Number of Publicly Traded Shares: Transaction Value (Announcement / Current): (2) Accounting Treatment: $53.50 / $49.74

Transaction Consideration:

172.117MM (1) $9.21 billion / $8.56 billion

Under current proposal AXA Group will record the transaction as a purchase, recognizing goodwill for the cash portion under French GAAP accounting and the entire transaction value under U.S. GAAP accounting The exchange will be treated as a taxable event. Shareholders are subject to taxable gain / (loss)

Tax Treatment:

Executive Summary WASSERSTEIN [LOGO] PERELLA & CO - 1 - PREMIER INVESTMENT BANKING
Executive Summary Summary of Original AXA Group Proposal ================================================================================ Transaction Structure: Exchange offer for cash and AXA Group American Depository Shares ("AXA-ADS"). Upon consummation, AXA Financial will become a wholly-owned subsidiary of AXA Group. This transaction is conditioned on the sale of DLJ $32.10 cash +0.2709 AXA-ADS Total Consideration (Announcement / Current): (2) Number of Publicly Traded Shares: Transaction Value (Announcement / Current): (2) Accounting Treatment: $53.50 / $49.74

Transaction Consideration:

172.117MM (1) $9.21 billion / $8.56 billion

Under current proposal AXA Group will record the transaction as a purchase, recognizing goodwill for the cash portion under French GAAP accounting and the entire transaction value under U.S. GAAP accounting The exchange will be treated as a taxable event. Shareholders are subject to taxable gain / (loss)

Tax Treatment:

Consideration Analysis
10/16/00 -------(17.6%) $65.13 $17.64 32.10 -----$49.74 8/29/00 ------0.0% $79.00 $21.40 32.10 -----$53.50

Change in ADS Price Implied ADS Price Stock Cash Total Consideration

(25.0)% $59.25 $16.05 32.10 -----$48.15

(20.0%) $63.20 $17.12 32.10 -----$49.22

(15.0%) $67.15 $18.19 32.10 -----$50.29

(10.0%) $71.10 $19.26 32.10 -----$51.36

(5.0%) $75.05 $20.33 32.10 -----$52.43

5.0% $82.95 $22.47 32.10 -----$54.57

10.0% $86.90 $23.54 32.10 -----$55.64

(1) Per AXA Financial 3/30/00 DEFM14A, AXA Group owns 261,236,342 AXA Financial shares. Per AXA Financial 6/30/00 10-Q, AXA Financial shares outstanding of 433,353,108 at 8/9/00. (2) Announcement value calculated as of day prior (8/29/00). Current value calculated as of 10/16/00. WASSERSTEIN [LOGO] PERELLA & CO

Executive Summary Summary of Original AXA Group Proposal ================================================================================ Transaction Structure: Exchange offer for cash and AXA Group American Depository Shares ("AXA-ADS"). Upon consummation, AXA Financial will become a wholly-owned subsidiary of AXA Group. This transaction is conditioned on the sale of DLJ $32.10 cash +0.2709 AXA-ADS Total Consideration (Announcement / Current): (2) Number of Publicly Traded Shares: Transaction Value (Announcement / Current): (2) Accounting Treatment: $53.50 / $49.74

Transaction Consideration:

172.117MM (1) $9.21 billion / $8.56 billion

Under current proposal AXA Group will record the transaction as a purchase, recognizing goodwill for the cash portion under French GAAP accounting and the entire transaction value under U.S. GAAP accounting The exchange will be treated as a taxable event. Shareholders are subject to taxable gain / (loss)

Tax Treatment:

Consideration Analysis
10/16/00 -------(17.6%) $65.13 $17.64 32.10 -----$49.74 8/29/00 ------0.0% $79.00 $21.40 32.10 -----$53.50

Change in ADS Price Implied ADS Price Stock Cash Total Consideration

(25.0)% $59.25 $16.05 32.10 -----$48.15

(20.0%) $63.20 $17.12 32.10 -----$49.22

(15.0%) $67.15 $18.19 32.10 -----$50.29

(10.0%) $71.10 $19.26 32.10 -----$51.36

(5.0%) $75.05 $20.33 32.10 -----$52.43

5.0% $82.95 $22.47 32.10 -----$54.57

10.0% $86.90 $23.54 32.10 -----$55.64

(1) Per AXA Financial 3/30/00 DEFM14A, AXA Group owns 261,236,342 AXA Financial shares. Per AXA Financial 6/30/00 10-Q, AXA Financial shares outstanding of 433,353,108 at 8/9/00. (2) Announcement value calculated as of day prior (8/29/00). Current value calculated as of 10/16/00. WASSERSTEIN [LOGO] PERELLA & CO - 2 - PREMIER INVESTMENT BANKING
Executive Summary AXA Group Current Proposal Comparison ================================================================================ --------------------------------------------Initial Offer: $32.10 Cash 0.2709 ADS --------------------------------------------AXA-ADS Price (USD) Exchange Ratio (AXA-ADS / AXF Share)

8/29/00 ------$79.00 0.2709

10/16/00 -------$65.13 0.2709

Executive Summary AXA Group Current Proposal Comparison ================================================================================ --------------------------------------------Initial Offer: $32.10 Cash 0.2709 ADS --------------------------------------------AXA-ADS Price (USD) Exchange Ratio (AXA-ADS / AXF Share) Stock Cash Total Consideration Change Since 8/29/00 - % Change Since 8/29/00 - $/Share --------------------------------------------Current Offer: $35.75 Cash 0.2950 ADS --------------------------------------------AXA-ADS Price (USD) Exchange Ratio (AXA-ADS / AXF Share) Stock Cash Total Consideration Change Since 8/29/00 - % Change Since 8/29/00 - $/Share Current Offer vs. Initial Offer (%)

8/29/00 ------$79.00 0.2709 $21.40 32.10 ------$53.50 ---

10/16/00 -------$65.13 0.2709 $17.64 32.10 -------$49.74 (7.0%) ($3.76)

8/29/00 ------$79.00 0.2950 $23.31 35.75 ------$59.06 --10.4%

10/16/00 -------$65.13 0.2950 $19.21 35.75 -------$54.96 (6.9%) ($4.09) 10.5%

WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------

- 3 - PREMIER INVESTMENT BANKING

Executive Summary Transaction Rationale ================================================================================ ---------------------o Simplify corporate structure ---------------------------------------------o Belief that AXA Financial shares are undervalued --------------------------------------------o Realize increased control ------------------------------AXA Group Transaction Rationale ----------------------------------o Facilitate capital allocation throughout AXA Group's global business o Realize operational efficiencies -------------------------

---------------------------o Increased exposure to attractive U.S. market o Enhanced ability to grow through acquisitions in the U.S. ----------------------------

-------------------------o Consistent with stated strategy of streamlining AXA Group global operations --------------------------

WASSERSTEIN

Executive Summary Transaction Rationale ================================================================================ ---------------------o Simplify corporate structure ---------------------------------------------o Belief that AXA Financial shares are undervalued --------------------------------------------o Realize increased control ------------------------------AXA Group Transaction Rationale ----------------------------------o Facilitate capital allocation throughout AXA Group's global business o Realize operational efficiencies -------------------------

---------------------------o Increased exposure to attractive U.S. market o Enhanced ability to grow through acquisitions in the U.S. ----------------------------

-------------------------o Consistent with stated strategy of streamlining AXA Group global operations --------------------------

WASSERSTEIN [LOGO] PERELLA & CO -------------------------------------------------------------------------------- 4 PREMIER INVESTMENT BANKING

Executive Summary Market Conditions ================================================================================

Several changes have occurred in the market since the day immediately prior to the original offer (8/29/00) o The AXA-ADS price has declined from $79.00 to $65.13, a decline of 17.6% o The Euro has weakened by 5.3% against the US$ o The underlying AXA Group share has dropped from 172.50 Euro to 153.20 Euro, a decline of 11.2% o Credit Suisse Group stock issued to AXA Financial as part of the DLJ sale has decreased from CHF381.50 to CHF3O3.50, a decline or 20.4% o The Swiss Franc has weakened by 3.1% against the US$ o The decline in the value of Credit Suisse Group and Alliance Capital shares implies a high valuation for the Insurance / Financial Advisory business relative to peer companies o The share values of the universe of comparable diversified financial institutions have declined by an average of approximately 11.7%(1) o Result largely reflects 25.7% decline by Morgan Stanley (but other stocks are down as well) o The share values of the universe of comparable asset accumulators have increased by an average of

Executive Summary Market Conditions ================================================================================

Several changes have occurred in the market since the day immediately prior to the original offer (8/29/00) o The AXA-ADS price has declined from $79.00 to $65.13, a decline of 17.6% o The Euro has weakened by 5.3% against the US$ o The underlying AXA Group share has dropped from 172.50 Euro to 153.20 Euro, a decline of 11.2% o Credit Suisse Group stock issued to AXA Financial as part of the DLJ sale has decreased from CHF381.50 to CHF3O3.50, a decline or 20.4% o The Swiss Franc has weakened by 3.1% against the US$ o The decline in the value of Credit Suisse Group and Alliance Capital shares implies a high valuation for the Insurance / Financial Advisory business relative to peer companies o The share values of the universe of comparable diversified financial institutions have declined by an average of approximately 11.7%(1) o Result largely reflects 25.7% decline by Morgan Stanley (but other stocks are down as well) o The share values of the universe of comparable asset accumulators have increased by an average of approximately 5.2%(2) o The share values of the universe of comparable asset managers have decreased by an average of approximately 2.5%(3) o Some analysts are beginning to recognize the dilutive effect on 2001 earnings of AXA Financial relating to the redeployment of DLJ proceeds

(1) Index constituents: American Express, Citigroup, Mellon Financial and Morgan Stanley Dean Witter. (2) Index constituents: American General, Hartford Financial, Jefferson-Pilot, John Hancock, Lincoln National, MetLife and Nationwide Financial. (3) Index comprised of 50% institutional asset management companies (constituents: Affiliated Managers, T. Rowe Price and Waddell & Reed) and 50% retail asset management companies (constituents: Eaton Vance, Federated Investors, Franklin Resources, Neuberger Berman and Stilwell Financial). WASSERSTEIN [LOGO] PERELLA & CO - 5 - PREMIER INVESTMENT BANKING
Executive Summary Selected Historical Market Data ================================================================================

AXA Financial vs. Diversified Financial Index(1)

Executive Summary Selected Historical Market Data ================================================================================

AXA Financial vs. Diversified Financial Index(1)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Diversified Financial Index October 18, 1999 - October 16, 2000 AXA Financial vs. Asset Accumulator Index(2)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Asset Accumulator Index October 18, 1999 - October 16, 2000 AXA Financial vs. Asset Management Index(3)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Asset Management Index October 18, 1999 - October 16, 2000 AXA Financial vs. Diversified Financial Index(1)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Diversified Composite August 29, 2000 - October 16, 2000 AXA Financial vs. Asset Accumulator Index(2)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Asset Accumulator Index August 29, 2000 - October 16, 2000 AXA Financial vs. Asset Management Index(3)

[MOUNTAIN GRAPH OMITTED] AXA Financial ---- Asset Management Index August 29, 2000 - October 16, 2000 (1) Index constituents: American Express, Citigroup, Mellon Financial and Morgan Stanley Dean Witter. (2) Index constituents: American General, Hartford Financial, Jefferson-Pilot, John Hancock, Lincoln National, MetLife and Nationwide Financial. (3) Index comprised of 50% institutional asset management companies (constituents: Affiliated Managers, T. Rowe Price and Waddell & Reed) and 50% retail asset management companies (constituents: Eaton Vance, Federated Investors, Franklin Resources, Neuberger Berman and Stilwell Financial). WASSERSTEIN [LOGO] PERELLA & CO - 6 - PREMIER INVESTMENT BANKING

Overview WASSERSTEIN [LOGO] PERELLA & CO - 7 - PREMIER INVESTMENT BANKING
Overview Stock Price Performance ================================================================================

Immediately prior to the AXA Group initial offer, AXA Financial was trading at its 52-week high [MOUNTAIN GRAPH OMITTED] Daily from October 18, 1999 to October 16, 2000 Volume ----Close |1| 6/20/00: Alliance Capital and Sanford C. Bernstein announce merger agreement |2| 7/12/00: UBS and PaineWebber announce merger agreement |3| 8/2/00: AXA Financial announces second quarter earnings, exceeding median estimates by $0.08 |4| 8/29/00: Rumors of sale of DLJ WASSERSTEIN [LOGO] PERELLA & CO - 8 - PREMIER INVESTMENT BANKING
Overview

Overview WASSERSTEIN [LOGO] PERELLA & CO - 7 - PREMIER INVESTMENT BANKING
Overview Stock Price Performance ================================================================================

Immediately prior to the AXA Group initial offer, AXA Financial was trading at its 52-week high [MOUNTAIN GRAPH OMITTED] Daily from October 18, 1999 to October 16, 2000 Volume ----Close |1| 6/20/00: Alliance Capital and Sanford C. Bernstein announce merger agreement |2| 7/12/00: UBS and PaineWebber announce merger agreement |3| 8/2/00: AXA Financial announces second quarter earnings, exceeding median estimates by $0.08 |4| 8/29/00: Rumors of sale of DLJ WASSERSTEIN [LOGO] PERELLA & CO - 8 - PREMIER INVESTMENT BANKING
Overview Exchange Ratio Analysis ================================================================================

AXA Financial is trading near its high relative to AXA Group since January 1, 1999 AXA-ADS vs. Implied AXA Group (French)(1)

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000
---AXA-ADS Implied AXA Group (French)(1)

$ / Euro Exchange ================================================================================

Overview Stock Price Performance ================================================================================

Immediately prior to the AXA Group initial offer, AXA Financial was trading at its 52-week high [MOUNTAIN GRAPH OMITTED] Daily from October 18, 1999 to October 16, 2000 Volume ----Close |1| 6/20/00: Alliance Capital and Sanford C. Bernstein announce merger agreement |2| 7/12/00: UBS and PaineWebber announce merger agreement |3| 8/2/00: AXA Financial announces second quarter earnings, exceeding median estimates by $0.08 |4| 8/29/00: Rumors of sale of DLJ WASSERSTEIN [LOGO] PERELLA & CO - 8 - PREMIER INVESTMENT BANKING
Overview Exchange Ratio Analysis ================================================================================

AXA Financial is trading near its high relative to AXA Group since January 1, 1999 AXA-ADS vs. Implied AXA Group (French)(1)

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000
---AXA-ADS Implied AXA Group (French)(1)

$ / Euro Exchange ================================================================================

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000 Historical Implied Exchange Ratio (AXF / AXA-ADS)(2)

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000

Overview Exchange Ratio Analysis ================================================================================

AXA Financial is trading near its high relative to AXA Group since January 1, 1999 AXA-ADS vs. Implied AXA Group (French)(1)

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000
---AXA-ADS Implied AXA Group (French)(1)

$ / Euro Exchange ================================================================================

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000 Historical Implied Exchange Ratio (AXF / AXA-ADS)(2)

[MOUNTAIN GRAPH OMITTED] Daily from January 1, 1999 to October 16, 2000 (1) Calculation based upon 2:1 AXA--ADS/AXA Group (French) ratio and adjusted for $/Euro exchange rate. (2) AXA Financial share price divided by AXA-ADS price. (3) Purchase price of $49.74 relative to AXA-ADS price of $65.13 at 10/16/00. (4) Purchase price of $54.96 relative to AXA-ADS price of $65.13 at 10/16/00. WASSERSTEIN [LOGO] PERELLA & CO - 9 - PREMIER INVESTMENT BANKING
Overview Price Comparison Analysis ================================================================================

AXA Group's share has experienced a greater decline than a group of European comparable companies since 8/29/00
8/29/00 Share Price (USD) ----------Skandia Allianz Generali Prudential Aegon $20.07 347.36 30.96 13.68 40.34 10/16/00 Share Price (USD) ----------$17.18 309.31 30.51 13.09 36.36

% Change -------(14.4)% (11.0)% (1.5)% (4.4)% (9.9)%

Overview Price Comparison Analysis ================================================================================

AXA Group's share has experienced a greater decline than a group of European comparable companies since 8/29/00
8/29/00 Share Price (USD) ----------Skandia Allianz Generali Prudential Aegon CGNU ING Group Zurich Allied AXA Group $20.07 347.36 30.96 13.68 40.34 15.80 67.43 526.06 154.63 10/16/00 Share Price (USD) ----------$17.18 309.31 30.51 13.09 36.36 13.63 61.27 466.54 130.01

% Change -------(14.4)% (11.0)% (1.5)% (4.4)% (9.9)% (13.7)% (9.1)% (11.3)% (15.9)%

-------------------------------------------Low (14.4)% Mean (9.4)% Median (10.4)% High (1.5)% -------------------------------------------8/29/00 Share Price ----Skandia (swedish krona) Allianz (euro) Generali (euro) Prudential (pound) Aegon (euro) CGNU (pound) ING Group (euro) Zurich Allied (swiss franc) AXA Group (euro) 189.00 387.50 34.54 9.37 45.00 10.82 75.22 907.00 172.50 10/16/00 Share Price ----172.00 364.50 35.95 9.05 42.85 9.43 72.20 830.00 153.20

% Change -------(9.0)% (5.9)% 4.1 % (3.4)% (4.8)% (12.8)% (4.0)% (8.5)% (11.2)%

-------------------------------------------Low (12.8)% Mean (5.5)% Median (5.4)% High 4.1 % --------------------------------------------

WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------

- 10 - PREMIER INVESTMENT BANKING

Overview Precedent Minority Purchase Premiums(1) ================================================================================ Initial Offer Per Share at Announcement $53.50(2)

Overview Precedent Minority Purchase Premiums(1) ================================================================================ Initial Current Initial Current Offer Offer Offer Offer Per Per Per Per Share Share Share Share at at as as Announcement Announcement of 10/16/00 of 10/16/00 $53.50(2) $59.06 $49.74 54.96

AXA Financial Share Price: 1 Trading Day Before Announcement (8/29/00) 5 Trading Days Before Announcement (8/23/00) 20 Trading Days Before Announcement (8/2/00) $52.25 49.75 40.69

--------------------------------------------------------------------------------------------------------Precedent Minority Purchase Premiu --------------------------------------------------------1- Day 5- Days 20- Days % [D ----------------- ---------------- ---------------- ----Mean Median Mean Median Mean Median ------ ---------- ------ --------- -------- ------- ------------------------------------------------------------$67.89 $63.79 $66.25 $62.31 $56.06 $53.65 29.9% 22.1% 33.2% 25.3% 37.8% 31.9% $63.74 22.0% $58.91 12.8% $60.41 15.6% $57.69 10.4% $61.75 24.1% $57.48 15.5% $60.32 21.2% $56.88 14.3% $52.14 28.1% $48.76 19.8% $50.60 24.4% $48.13 18.3%

All Transactions (79 deals) Implied Purchase Price Premium Financial Institutions Transactions (18 deals) Implied Purchase Price Premium Stock Consideration Transactions (20 deals) Implied Purchase Price Premium Transactions over $1 Billion (5 deals) Implied Purchase Price Premium

$61.78 $63.80 $60.77 $61.09 $52.39 $52.62 18.2% 22.1% 22.1% 22.8% 28.8% 29.3% -----------------------------------------------------------------------------------------------------------------------------------------------------------------

(1) Based on Historical Minority Purchase Transactions Analysis (announcement date between 1/1/92 and 7/21/00; transaction value at least $50MM; U.S.-based targets only). (2) Announcement date for AXA Financial valued at 8/29/00. (3) Days represent trading days rather than actual days. (4) Represents change in consideration from initial offer to closing offer. WASSERSTEIN [LOGO] PERELLA & CO - 11 - PREMIER INVESTMENT BANKING
Overview Research Analyst Reactions: AXA Financial ================================================================================

Analyst -----------------Andrew Kligerman

Company -----------------Bear Stearns

Target Price -------------$56.0O-$59.00

Rating ----------Neutral

Date --------8/30/00

Com -------------------"Per our August 30 that AXF is worth m parent's current of Company at close to We think that this an initial proposal maybe a 5%-10% upsi offer." "Our assessment is

Lewis Philips

Fox-Pitt, Kelton

NA

NA

8/31/00

Overview Research Analyst Reactions: AXA Financial ================================================================================

Analyst -----------------Andrew Kligerman

Company -----------------Bear Stearns

Target Price -------------$56.0O-$59.00

Rating ----------Neutral

Date --------8/30/00

Com -------------------"Per our August 30 that AXF is worth m parent's current of Company at close to We think that this an initial proposal maybe a 5%-10% upsi offer." "Our assessment is price will have to valuations indicate the upper $50s woul "It is unlikely tha be overly generous price. In terms of Financial] is worth a price up to $65.. believe that AXA Gr pay as low a price without upsetting s think it is very un does not go through "We believe that th for AXF by AXA will based on our analys valuation of AXF an strategic and opera that AXA will recei 100% of AXF." "We think a fair of minorities is meani the $65-$70 range-t of AXA's current of "Our analysis of th Financial after tha completes its sale 70% ownership in Do Jenrette concludes will be worth right that its French par While on a multiple basis, one could ar Financial is worth recent year 2001 es that multiple treat as if it were a div services company cl par with an America Citigroup, or a Mer now that AXA Financ subsidiary is being say that AXA Financ less diversified, t 18 multiple to AXA is inappropriate."

Lewis Philips

Fox-Pitt, Kelton

NA

NA

8/31/00

Michelle Giordano

JP Morgan

NA

Buy

9/4/00

Sabra Brinkmann

Keefe, Bruyette & Woods

$58.00

Outperform

9/5/00

NA

Outperform

10/2/00

Eric Berg

Lehman Brothers

NA

Neutral

8/31/00

WASSERSTEIN [LOGO] PERELLA & CO - 12 - PREMIER INVESTMENT BANKING
Overview

Overview Research Analyst Reactions: AXA Financial (Cont'd) ================================================================================

Analyst -----------------Edward A. Spehar

Company -----------------Merrill Lynch

Target Price -------------NA

Rating ----------No Opinion

Date --------8/31/00

Com -------------------"Based on a discoun analysis, we believ market value of AXA the sale of DLJ is per share. In our v reasonable probabil will increase its o Financial." "AXA Financial's up though AXA may offe for the minority st Financial." "The price on the t enough to full valu Securities committe pressed to push for Minority shareholde difficult situation leverage." "We're just not con Group needs to rais meaningfully. With picture, we have tr the financial servi premium that we bel deserved." "While current buyparent AXA equates moderately improved Believe investors s when considering AX likelihood for impr of control premium absence of DLJ who, transaction, is bei Suisse First Boston "Only caution for i should AXF buy-in n believe most compar Nationwide Financia 2M, $36.375), curre 9.1x our 2001E and 30/00 (ex FAS 115). AXF yields share [t $27 to $36 range. E premium for AXF's 5 Alliance Capital, g equality of AXF and indicates upper-end price in $40 range. "Continue to antici offer for AXF, from following close of in 8%-10% range, th current value of AX range. Improvement be in additional AX AXA is essentially leverage."

Robert Lee

Paine Webber

$57.00

Neutral

9/4/00

John Hall

Prudential

NA

Hold

9/4/00

Al Capra

Putnam Lovell

$54.00

Hold

8/31/0

Colin Devine

Salomon Smith Barney

$55.00

Neutral

8/30/00

$55.00

Outperform

9/21/00

$55.00

Outperform

10/5/00

WASSERSTEIN [LOGO] PERELLA & CO

- 13 - PREMIER INVESTMENT BANKING
Overview Research Analyst Reactions: AXA Financial (Cont'd) ================================================================================

Analyst -----------------Joanne Smith

Company -----------------UBS Warburg

Target Price -------------$65.00

Rating ----------Strong Buy

Date --------8/31/00

Com -------------------"There is a high li offer [of $32.10 ca will be increased, substantially, cons deals, as well as t of the remaining bu "We note that our 2 of $3.05 assumes di redeployment of the sale of DLJ. In our dilution only refle with the redeployme proceeds...we are a cash proceeds of $3 invested in fixed i returning between 7 the ROE contributed 6 mo. ended 6/30/00

$65.00

Strong Buy

10/12/00

WASSERSTEIN [LOGO] PERELLA & CO - 14 - PREMIER INVESTMENT BANKING
Overview AXA Financial Earnings Estimates (1) ================================================================================

Analyst ---------------------------A.G. Edwards Bear Stearns Conning & Co. Fox-Pitt, Kelton Goldman Sachs J.P. Morgan Keefe, Bruyette & Woods Lehman Brothers PaineWebber Prudential Securities Putnam, Lovell & Thornton Salomon Smith Barney UBS Warburg (US) Wasserstein Perella

--------------------------------------------Recent Recent First Call First Call 2000E EPS 2001E EPS --------------------------------------------09/18/00 $2.95 09/29/00 $3.30 08/31/00 2.96 08/31/00 3.20 09/08/00 2.90 09/08/00 3.30 10/10/00 3.00 10/10/00 3.35 10/05/00 2.95 10/05/00 3.35 09/08/00 3.00 09/08/00 3.23 10/11/00 2.04 10/11/00 2.84 09/28/00 3.07 09/28/00 3.44 09/05/00 3.00 09/05/00 2.91 08/31/00 2.96 NA NA 08/31/00 3.00 08/31/00 3.20 08/31/00 3.00 10/05/00 3.00 10/16/00 2.05 10/16/00 3.05 08/17/00 3.00 08/17/00 3.30 ---------------------------------------------

Previous First Call 2000E EPS -------------------------08/02/00 $2.90 08/30/00 2.89 NA NA 08/03/00 2.90 08/03/00 2.83 08/03/00 2.87 09/05/00 3.02 08/03/00 2.88 08/03/00 2.92 08/02/00 2.85 08/03/00 2.90 05/02/00 2.75 08/31/00 2.95 NA NA

--------------------------------------------------------------------------------------------------------I/B/E/S Median Estimate 10/16/00 $2.96 10/16/00 $3.25 8/29/00 $2.95 ---------------------------------------------------------------------------------------------------------

(1) Source: First Call (10/16/00)

Overview Research Analyst Reactions: AXA Financial (Cont'd) ================================================================================

Analyst -----------------Joanne Smith

Company -----------------UBS Warburg

Target Price -------------$65.00

Rating ----------Strong Buy

Date --------8/31/00

Com -------------------"There is a high li offer [of $32.10 ca will be increased, substantially, cons deals, as well as t of the remaining bu "We note that our 2 of $3.05 assumes di redeployment of the sale of DLJ. In our dilution only refle with the redeployme proceeds...we are a cash proceeds of $3 invested in fixed i returning between 7 the ROE contributed 6 mo. ended 6/30/00

$65.00

Strong Buy

10/12/00

WASSERSTEIN [LOGO] PERELLA & CO - 14 - PREMIER INVESTMENT BANKING
Overview AXA Financial Earnings Estimates (1) ================================================================================

Analyst ---------------------------A.G. Edwards Bear Stearns Conning & Co. Fox-Pitt, Kelton Goldman Sachs J.P. Morgan Keefe, Bruyette & Woods Lehman Brothers PaineWebber Prudential Securities Putnam, Lovell & Thornton Salomon Smith Barney UBS Warburg (US) Wasserstein Perella

--------------------------------------------Recent Recent First Call First Call 2000E EPS 2001E EPS --------------------------------------------09/18/00 $2.95 09/29/00 $3.30 08/31/00 2.96 08/31/00 3.20 09/08/00 2.90 09/08/00 3.30 10/10/00 3.00 10/10/00 3.35 10/05/00 2.95 10/05/00 3.35 09/08/00 3.00 09/08/00 3.23 10/11/00 2.04 10/11/00 2.84 09/28/00 3.07 09/28/00 3.44 09/05/00 3.00 09/05/00 2.91 08/31/00 2.96 NA NA 08/31/00 3.00 08/31/00 3.20 08/31/00 3.00 10/05/00 3.00 10/16/00 2.05 10/16/00 3.05 08/17/00 3.00 08/17/00 3.30 ---------------------------------------------

Previous First Call 2000E EPS -------------------------08/02/00 $2.90 08/30/00 2.89 NA NA 08/03/00 2.90 08/03/00 2.83 08/03/00 2.87 09/05/00 3.02 08/03/00 2.88 08/03/00 2.92 08/02/00 2.85 08/03/00 2.90 05/02/00 2.75 08/31/00 2.95 NA NA

--------------------------------------------------------------------------------------------------------I/B/E/S Median Estimate 10/16/00 $2.96 10/16/00 $3.25 8/29/00 $2.95 ---------------------------------------------------------------------------------------------------------

(1) Source: First Call (10/16/00) WASSERSTEIN [LOGO] PERELLA & CO

Overview AXA Financial Earnings Estimates (1) ================================================================================

Analyst ---------------------------A.G. Edwards Bear Stearns Conning & Co. Fox-Pitt, Kelton Goldman Sachs J.P. Morgan Keefe, Bruyette & Woods Lehman Brothers PaineWebber Prudential Securities Putnam, Lovell & Thornton Salomon Smith Barney UBS Warburg (US) Wasserstein Perella

--------------------------------------------Recent Recent First Call First Call 2000E EPS 2001E EPS --------------------------------------------09/18/00 $2.95 09/29/00 $3.30 08/31/00 2.96 08/31/00 3.20 09/08/00 2.90 09/08/00 3.30 10/10/00 3.00 10/10/00 3.35 10/05/00 2.95 10/05/00 3.35 09/08/00 3.00 09/08/00 3.23 10/11/00 2.04 10/11/00 2.84 09/28/00 3.07 09/28/00 3.44 09/05/00 3.00 09/05/00 2.91 08/31/00 2.96 NA NA 08/31/00 3.00 08/31/00 3.20 08/31/00 3.00 10/05/00 3.00 10/16/00 2.05 10/16/00 3.05 08/17/00 3.00 08/17/00 3.30 ---------------------------------------------

Previous First Call 2000E EPS -------------------------08/02/00 $2.90 08/30/00 2.89 NA NA 08/03/00 2.90 08/03/00 2.83 08/03/00 2.87 09/05/00 3.02 08/03/00 2.88 08/03/00 2.92 08/02/00 2.85 08/03/00 2.90 05/02/00 2.75 08/31/00 2.95 NA NA

--------------------------------------------------------------------------------------------------------I/B/E/S Median Estimate 10/16/00 $2.96 10/16/00 $3.25 8/29/00 $2.95 ---------------------------------------------------------------------------------------------------------

(1) Source: First Call (10/16/00) WASSERSTEIN [LOGO] PERELLA & CO - 15 - PREMIER INVESTMENT BANKING

Overview Accretion / Dilution Sensitivity Analysis Key Assumptions: AXA Group Key Assumptions o Assumes AXA Group ADS value of $65.13 as of 10/16/00 o Assumes all DLJ proceeds converted to cash by 12/31/00 o Cash = $2,537.6 million proceeds after-tax(1) o CSG Stock = $2,280.8 million proceeds after-tax(2) o Assumes DLJ proceeds netted against cash component of AXA Group consideration o Cash and AXA Group ADS consideration mix remains fixed at 60% and 40%, respectively o Assumes AXA Financial earns interest on taxes payable on DLJ proceeds through 3/15/01 o For French GAAP reporting purposes, assumes goodwill on stock component written-off against equity immediately o For French GAAP reporting purposes, assumes goodwill on cash component amortized over thirty years

Overview Accretion / Dilution Sensitivity Analysis Key Assumptions: AXA Group Key Assumptions o Assumes AXA Group ADS value of $65.13 as of 10/16/00 o Assumes all DLJ proceeds converted to cash by 12/31/00 o Cash = $2,537.6 million proceeds after-tax(1) o CSG Stock = $2,280.8 million proceeds after-tax(2) o Assumes DLJ proceeds netted against cash component of AXA Group consideration o Cash and AXA Group ADS consideration mix remains fixed at 60% and 40%, respectively o Assumes AXA Financial earns interest on taxes payable on DLJ proceeds through 3/15/01 o For French GAAP reporting purposes, assumes goodwill on stock component written-off against equity immediately o For French GAAP reporting purposes, assumes goodwill on cash component amortized over thirty years o Earning projections derived from 2001 I/B/E/S consensus estimates o Accretion/dilution impact of minority purchase transaction measured relative to AXA Group projected earnings after the DLJ transaction (1) Assumes $2,329.1MM initial cash received plus $1,200MM additional cash received due to closing repurchase of CSG stock. Source: DLJ Form SC TO-T (9/8/00). Assumes tax rate of 37.0%. Source: AXA Financial management. Assumes pro-rata basis calculated on total DLJ shares owned (88,608,333) at $19.58 per share. Source: AXA Financial management. (2) Assumes 25.205MM shares received less $l,200.0MM closing repurchase of CSG stock. Source: DLJ Form SC TO-T (9/8/00). Assumes tax rate of 37.0% Source: AXA Financial management. Assumes pro-rata basis calculated on total DLJ shares owned (88,608,333) at $19.58 per share. Source: AXA Financial management. WASSERSTEIN [LOGO] PERELLA & CO - 16 - PREMIER INVESTMENT BANKING

Overview AXA Group Accretion / Dilution Sensitivity Analysis: After DLJ Transaction
Case: Cash Bask After DLJ Transaction ----------------------------------------------Purchase Price Per AXA Financial Share ----------------------------------------------2001E EPS Accretion / Dilution ($): Current Offer $50.00 $52.50 $54.96 $55.00 $57.50 $60.00 ----------------------------------------------Synergies as a 0.0% $0.57 $0.51 $0.46 $0.46 $0.40 $0.35

Overview AXA Group Accretion / Dilution Sensitivity Analysis: After DLJ Transaction
Case: Cash Bask After DLJ Transaction ----------------------------------------------Purchase Price Per AXA Financial Share ----------------------------------------------2001E EPS Accretion / Dilution ($): Current Offer $50.00 $52.50 $54.96 $55.00 $57.50 $60.00 ----------------------------------------------Synergies as a 0.0% $0.57 $0.51 $0.46 $0.46 $0.40 $0.35 Percentage of 2.50 0.62 0.57 0 52 0.52 0.46 0.41 AXA Financial 5.00 0.68 0.63 0.57 0.57 0.52 0.47 2001 Estimated 7.50 0.74 0.68 0.63 0.63 0.58 0.52 Earnings 10.00 0.80 0.74 0.69 0.69 0.63 0.58 ---------------------------------------------------Purchase Price Per AXA Financial Share ----------------------------------------------2001E EPS Accretion / Dilution ($): Current Offer $50.00 $52.50 $54.96 $55.00 $57.50 $60.00 ----------------------------------------------Synergies as a 0.0% 10.5% 9.5% 8.5% 8.5% 7.5% 6.5% Percentage of 2.50 11.5 10.5 9.6 9.5 8.6 7.6 AXA Financial 5.00 12.6 11.6 10.6 10.6 9.6 8.6 2001 Estimated 7.50 13.7 12.7 11.7 11.7 10.7 9.7 Earnings 10.00 14.7 13.7 12.7 12.7 11.7 10.7 -----Case: GAAP Basis After DLJ Transaction ----------------------------------------------Purchase Price Per AXA Financial Share ----------------------------------------------2001E EPS Accretion / Dilution ($): Current Offer $50.00 $52.50 $54.96 $55.00 $57.50 $60.00 ----------------------------------------------Synergies as a 0.0% $0.31 $0.23 $0.16 $0.16 $0.08 $0.01 Percentage of 2.50 0.37 0.29 0.22 0.22 0.14 0.07 AXA Financial 5.00 0.42 0.35 0.28 0.27 0.20 0.13 2001 Estimated 7.50 0.48 0.41 0.33 0.33 0.26 0.18 Earnings 10.00 0.54 0.46 0.39 0.39 0.31 0.24 ---------------------------------------------------Purchase Price Per AXA Financial Share ----------------------------------------------2001E EPS Accretion / Dilution ($): Current Offer $50.00 $52.50 $54.96 $55.00 $57.50 $60.00 ----------------------------------------------Synergies as a 0.0% 5.7% 4.3% 3.0% 2.9% 1.6% 0.2% Percentage or 2.50 6.8 5.4 4.0 4.0 2.6 1.3 AXA Financial 5.00 7.9 6.5 5.1 5.1 3.7 2.3 2001 Estimated 7.50 8.9 7.5 6.2 6.1 4.7 3.4 Earnings 10.00 10.0 8.6 7.2 7.2 5.8 4.4 ------

WASSERSTEIN [LOGO] PERELLA & CO - 17 - PREMIER INVESTMENT BANKING

Overview Analysis at Various Prices - AXA Financial ($MM, except per share amounts)
-------Current Offer(1) Aggregate Equity Value(2) Price Per Share Premium to 5 Days Before Announcement(1) Premium to 20 Days Before Announcement(1) $49.75 $40.69 AXA Financial --------$ 2.89 2.96 3.25 14.60(2) AXA Financial --------$ 2.89 2.96 3.25 14.60(2) AXA Financial --------$ 2.96 3.25 $19,501 $21,668 $23,818 $23,834 $26 $ 45.00 $ 50.00 $ 54.96 $ 55.00 $ 6 ----------------------------------------------(9.55) 0.50% 10.48% 10.55% 2 10.60% 22.89% 35.08% 35.18% 4

Comparative Analysis LTM Operating EPS(5) 2000E EPS (Median 1/B/E/S, 10/16/00) 2001E EPS (Median 1/B/E/S, 10/16/00) Book Value Per Share (6/30/00)

15.5x 15.2x 13.8x 3.08x

17.3x 16.9x 15.4x 3.42x

19.0x 18.6x 16.9x 3.76x

19.0x 18.6x 16.9x 3.77x

2 2 1 4

Comparative Analysis LTM Operating EPS(5) 2000E EPS (Median 1/B/E/S, 10/16/00) 2001E EPS (Median 1/B/E/S, 10/16/00) Book Value Per Share (6/30/00)

15.5x 15.2x 13.8x 3.08x

17.3x 16.9x 15.4x 3.42x

19.0x 18.6x 16.9x 3.76x

19.0x 18.6x 16.9x 3.77x

2 2 1 4

Comparative Analysis 2000E EPS (Median I/B/E/S, 10/16/00) 2001E EPS (Median I/B/E/S, 10/16/00)

15.2x 13.8x

16.9x 15.4x

18.6x 16.9x --------

18.6x 16.9x

2 1

Diversified Financial -----------------------------------------------------------------------Comparable Acquisitions(3) Comparable Traded Companies(4) -----------------------------------------------------------------------Mean Median Mean Median -----------------------------------------------------------------------24.4x 20.3x 21.2x 20.7x 20.3x 18.5x 20.4x 19.5x 17.6x 15.8x 18.2x 17.5x 3.17x 2.53x 5.35x 5.04x -----------------------------------------------------------------------Asset Accumulator -----------------------------------------------------------------------Comparable Acquisitions(3) Comparable Traded Companies(6) -----------------------------------------------------------------------Mean Median Mean Median -----------------------------------------------------------------------21.8x 18.5x 15.3x 15.4x 20.4x 18.2x 14.3x 14.3x 17.9x 16.2x 12.8x 12.7x 2.53x 1.90x 2.45x 2.43x -----------------------------------------------------------------------Asset Management -----------------------------------------------------------------------Comparable Acquisitions(3x7) Comparable Traded Companies(7x8) -----------------------------------------------------------------------Mean Median Mean Median 19.0x 19.1x 17.6x 18.2x 19.6x 19.5x 15.7x 16.4x ------------------------------------------------------------------------------------------------------------

(1) Current Offer as of October 16, 2000; Announcement as of August 30, 2000. (2) Calculation based upon 433.353 MM common shares outstanding as of 6/30/00. Source 6/30/00 10-Q. (3) Universe of comparable acquisitions included in chapters 3A, 3B and 3C, respectively. (4) Comparable Traded Companies: American Express, Citigroup, Mellon Financial and Morgan Stanley Dean Witter. (5) LTM ended 6/30/00. (6) Comparable Traded Companies: American General, Hartford Financial and Lincoln National. (7) Comparable multiples represent a weighted average of multiples for Institutional Asset Management (50%) and Retail Asset Management (50%) sectors, as AXA Financial's AUM (including Alliance) is approximately a 50:50 mix of Retail and Institutional AUM. (8) Comparable Traded Companies: Affiliated Managers, Eaton Vance, Federated Investors, Franklin Resources, Neuberger Berman, Stilwell Financial, T. Rowe Price and Waddell & Reed. WASSERSTEIN [LOGO] PERELLA & CO -18- PREMIER INVESTMENT BANKING

Summary Valuation ----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------19PREMIER INVESTMENT BANKING

Summary Valuation Why AXA Financial is Different ================================================================================

-------------------------------------[LOGO] THE EQUITABLE COMPANIES INCORPORATED -------------------------------------o High growth and ROE relative to peers Consistent earnings o o o o Fee based product focus Multi-channel distribution with financial planning platform o o o

-------------

Allian o Financial growth stock fueled by wealth management and asset gathering story Consistent earnings performance Diversified financial franchise o o ------------o Consist perform $470bn Diverse "style Well po interna Well po market Leading

Multi-channel distribution ----------------------- AXA FINANCIAL -----------------Adopting open architecture approach "New model" life business o Leading brand Marriage of content and distribution o o Growing fee income base

o

o Unrealized synergy opportunities o

o o

Summary Valuation ----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------19PREMIER INVESTMENT BANKING

Summary Valuation Why AXA Financial is Different ================================================================================

-------------------------------------[LOGO] THE EQUITABLE COMPANIES INCORPORATED -------------------------------------o High growth and ROE relative to peers Consistent earnings o o o o Fee based product focus Multi-channel distribution with financial planning platform o o o

-------------

Allian o Financial growth stock fueled by wealth management and asset gathering story Consistent earnings performance Diversified financial franchise o o ------------o Consist perform $470bn Diverse "style Well po interna Well po market Leading LP stru employm

Multi-channel distribution ----------------------- AXA FINANCIAL -----------------Adopting open architecture approach "New model" life business o Leading brand o o Marriage of content and distribution Proven management team Technology focus o o Growing fee income base

o

o Unrealized synergy opportunities o o

o o

--------------------------------------

-------------

WASSERSTEIN [LOGO] PERELLA & CO -20- PREMIER INVESTMENT BANKING
Summary Valuation Comparative Analysis -- Diversified Financial ================================================================================

Based on certain performance metrics, AXA Financial has emerged as a leading
financial services franchise -------------------------------------------------------------------------------ROAE% (Annualized Q2) --------------MSDW 33.2%

Summary Valuation Why AXA Financial is Different ================================================================================

-------------------------------------[LOGO] THE EQUITABLE COMPANIES INCORPORATED -------------------------------------o High growth and ROE relative to peers Consistent earnings o o o o Fee based product focus Multi-channel distribution with financial planning platform o o o

-------------

Allian o Financial growth stock fueled by wealth management and asset gathering story Consistent earnings performance Diversified financial franchise o o ------------o Consist perform $470bn Diverse "style Well po interna Well po market Leading LP stru employm

Multi-channel distribution ----------------------- AXA FINANCIAL -----------------Adopting open architecture approach "New model" life business o Leading brand o o Marriage of content and distribution Proven management team Technology focus o o Growing fee income base

o

o Unrealized synergy opportunities o o

o o

--------------------------------------

-------------

WASSERSTEIN [LOGO] PERELLA & CO -20- PREMIER INVESTMENT BANKING
Summary Valuation Comparative Analysis -- Diversified Financial ================================================================================

Based on certain performance metrics, AXA Financial has emerged as a leading
financial services franchise -------------------------------------------------------------------------------ROAE% (Annualized Q2) --------------MSDW 33.2% American Express 28.5% Mellon Financial 25.6% Citigroup 22.8% -------------------------------------------AXA Financial 21.4% -------------------------------------------Charles Schwab 21.4% American General 19.9% AIG 16.7% Lincoln National 16.2% --------------Average(2) 23.0%

Summary Valuation Comparative Analysis -- Diversified Financial ================================================================================

Based on certain performance metrics, AXA Financial has emerged as a leading
financial services franchise -------------------------------------------------------------------------------ROAE% (Annualized Q2) --------------MSDW 33.2% American Express 28.5% Mellon Financial 25.6% Citigroup 22.8% -------------------------------------------AXA Financial 21.4% -------------------------------------------Charles Schwab 21.4% American General 19.9% AIG 16.7% Lincoln National 16.2% --------------Average(2) 23.0% LTM(1) ROAE --------------MSDW 34.5% Charles Schwab 26.7% American Express 26.6% Mellon Financial 24.1% Citigroup 23.3% -------------------------------------------AXA Financial 21.0% -------------------------------------------American General 17.8% AIG 16.0% Lincoln National 14.6% --------------Average(2) 23.0% CAGR NI '97 - '99 --------------Charles Schwab 47.6% MSDW 35.5% -------------------------------------------AXA Financial 27.9% -------------------------------------------AIG 23.6% American General 16.5% American Express 15.7% Citigroup 14.8% Lincoln National 14.3% Mellon Financial 12.0% --------------Average(2) 22.5% AUM ($BN)(3) ---------------------------------------------------------AXA Financial(4) $522.4 -------------------------------------------Mellon Financial 463.6 MSDW 419.9 Citigroup 419.2 American Express 233.6

Charles Schwab(5) Lincoln National American General AIG Average(2)

193.7 97.3 62.1 9.2 --------------$226.6

EPS Growth 2000E / 2001E(6) ---------------Charles Schwab 18.5% AIG 14.3% American Express 14.1% American General l2.7% Mellon Financial 12.3% Citigroup 11.3% Lincoln National 10.2% -------------------------------------------AXA Financial 9.8% -------------------------------------------MSDW 9.3% --------------Average(2) 12.8% Median LTGR I/B/E/S(6) --------------Charles Schwab 20.0% -------------------------------------------AXA Financial 15.0% -------------------------------------------Citigroup 15.0% MSDW 14.5% AIG 14.0% American Express 14.0% Mellon Financial 13.0% Lincoln National 12.0% American General 12.0% --------------Average(2) 14.3% Price / 20001E EPS(6) --------------Charles Schwab 40.9x AIG 33.0 American Express 23.7 Mellon Financial 18.3 Citigroup 16.7 -------------------------------------------AXA Financial 15.9 -------------------------------------------MSDW 14.0 American General 12.7 Lincoln National 11.4 --------------Average(2) 21.3x --------------------

(1) LTM ended 6/30/00. (2) Calculation excludes AXA Financial. (3) Based on Institutional Investor, July 2000. As of 12/31/99. (4) Pro forma for Sanford C. Bernstein acquisition, excludes DLJ AUM. (5) Pro forma for U.S. Trust acquisition. (6) As of 10/16/00.

(6) As of 10/16/00. WASSERSTEIN [LOGO] PERELLA & CO -21- PREMIER INVESTMENT BANKING

Summary Valuation: AXA Financial -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------22PREMIER INVESTMENT BANKING

Summary Valuation: AXA Financial Overview AXA Financial represents a unique and highly attractive franchise in the financial services industry
-------------------------------------------------Strengths -------------------------------------------------o Strong growth track record with historically consistent operating results o Well positioned to capitalize on attractive wealth management and asset gathering demographic trends o Leading franchises in both core businesses Technology investment strategy positioning business for future Embracing open-architecture financial planning model o o o ---------------------------------------------Issues ---------------------------------------------o Complex corporate structure o o May create investor confusion Increases difficulty in pursuing m acquisitions

Majority shareholder Deployment of proceeds from DLJ transact o Analysts only beginning to revise earnings estimates to include dilu

o

o

Smaller size relative to other leading diversified financials Exposure to changing financial markets

o

Synergistic, high growth product mix o o o Variable life, annuities High performing family of funds

o

Multi-channel distribution o Large captive financial planning network Independent agents Wholesale (wirehouses, banks)

o o

WASSERSTEIN [LOGO] PERELLA & CO -23- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial

Summary Valuation: AXA Financial -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------22PREMIER INVESTMENT BANKING

Summary Valuation: AXA Financial Overview AXA Financial represents a unique and highly attractive franchise in the financial services industry
-------------------------------------------------Strengths -------------------------------------------------o Strong growth track record with historically consistent operating results o Well positioned to capitalize on attractive wealth management and asset gathering demographic trends o Leading franchises in both core businesses Technology investment strategy positioning business for future Embracing open-architecture financial planning model o o o ---------------------------------------------Issues ---------------------------------------------o Complex corporate structure o o May create investor confusion Increases difficulty in pursuing m acquisitions

Majority shareholder Deployment of proceeds from DLJ transact o Analysts only beginning to revise earnings estimates to include dilu

o

o

Smaller size relative to other leading diversified financials Exposure to changing financial markets

o

Synergistic, high growth product mix o o o Variable life, annuities High performing family of funds

o

Multi-channel distribution o Large captive financial planning network Independent agents Wholesale (wirehouses, banks)

o o

WASSERSTEIN [LOGO] PERELLA & CO -23- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Summary Valuation: AXA Financial ================================================================================

Implied Equity Value Per AXA Financial Share

Summary Valuation: AXA Financial Overview AXA Financial represents a unique and highly attractive franchise in the financial services industry
-------------------------------------------------Strengths -------------------------------------------------o Strong growth track record with historically consistent operating results o Well positioned to capitalize on attractive wealth management and asset gathering demographic trends o Leading franchises in both core businesses Technology investment strategy positioning business for future Embracing open-architecture financial planning model o o o ---------------------------------------------Issues ---------------------------------------------o Complex corporate structure o o May create investor confusion Increases difficulty in pursuing m acquisitions

Majority shareholder Deployment of proceeds from DLJ transact o Analysts only beginning to revise earnings estimates to include dilu

o

o

Smaller size relative to other leading diversified financials Exposure to changing financial markets

o

Synergistic, high growth product mix o o o Variable life, annuities High performing family of funds

o

Multi-channel distribution o Large captive financial planning network Independent agents Wholesale (wirehouses, banks)

o o

WASSERSTEIN [LOGO] PERELLA & CO -23- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Summary Valuation: AXA Financial ================================================================================

Implied Equity Value Per AXA Financial Share [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:]
WP&Co. Comparable Trading Range(1) WP&Co. Comparable Company Trading Range + 20% Premium(1) WP&Co. Comparable Transaction Range(2)

$45.75

$53.25

$54.90

$63.90

$54.50

$64.50

Summary Valuation: AXA Financial Summary Valuation: AXA Financial ================================================================================

Implied Equity Value Per AXA Financial Share [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:]
WP&Co. Comparable Trading Range(1) WP&Co. Comparable Company Trading Range + 20% Premium(1) WP&Co. Comparable Transaction Range(2) Dividend Discount Model Dividend Discount Model + 20% Premium --------------------

$45.75

$53.25

$54.90

$63.90

$54.50

$64.50

$46.00

$52.00

$55.20

$62.40

(1) Includes Diversified Financial constituents. (2) Includes selected Diversified Financial acquisitions. WASSERSTEIN [LOGO] PERELLA & CO -24- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Preliminary Composite Value ================================================================================

[GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:] WP&Co. Comparable Company
Trading Range: Insurance/ Financial Advisory Alliance Capital Cash & CSG Stock (1) Total

$20.25

$24.75

$13.95

$16.65

$ 9.92 $44.12 $51.32

Summary Valuation: AXA Financial Preliminary Composite Value ================================================================================

[GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:] WP&Co. Comparable Company
Trading Range: Insurance/ Financial Advisory Alliance Capital Cash & CSG Stock (1) Total

$20.25

$24.75

$13.95

$16.65

$ 9.92 $44.12 $51.32

[GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:] WP&Co. Comparable Company Trading Range +20% Premium:
Insurance/ Financial Advisory Alliance Capital Cash & CSG Stock (1) Total

$24.30

$29.70

$16.74

$19.98

$ 9.92 $50.96 $59.60

[GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material:]
WP&Co. Comparable Transaction Range: Insurance/ Financial Advisory Alliance Capital Cash & CSG Stock (1) Total --------------------

$26.00

$31.00

$18.00

$21.00

$ 9.92 $53.92 $61.92

(1) Net of holding company debt and investments not allocated to Insurance / Financial Advisory segment of $1,110.6MM. Net of value of corporate overhead allocated to DLJ of $l60.6MM (assumes: $24.7MM of declining pre-tax corporate overhead, 35% marginal tax rate, 10.0x multiple). Source: AXA Financial management. Assumes 440.246MM diluted AXA Financial shares outstanding (10/16/00). WASSERSTEIN [LOGO] PERELLA & CO -25- PREMIER INVESTMENT BANKING

Summary Valuation: AXA Financial Analysis at Various Prices - Diversified Financial ($MM, except per share amounts)
-------Current Offer(1) Aggregate Equity Value(2) Price Per Share $19,501 $21,668 $23,818 $23,834 $26 $ 45.00 $ 50.00 $ 54.96 $ 55.00 $ 6 ----------------------------------------------AXA Financial --------$ 2.89 2.96 3.25 14.60(2)

Comparative Analysis LTM Operating EPS(4) 2000E EPS (Median 1/B/E/S, 10/16/00) 2001E EPS (Median 1/B/E/S, 10/16/00) Book Value Per Share (6/30/00)

15.5x 15.2x 13.8x 3.08x

17.3x 16.9x 15.4x 3.42x

19.0x 18.6x 16.9x 3.76x --------

19.0x 18.6x 16.9x 3.77x

2 2 1 4

Diversified Financial -----------------------------------------------------------------------Comparable Transactions Comparable Traded Companies(3) -----------------------------------------------------------------------Mean Median Mean Median -----------------------------------------------------------------------24.4x 20.3x 21.2x 20.7x 20.3x 18.5x 20.4x 19.5x 17.6x 15.8x 18.2x 17.5x 3.17x 2.53x 5.35x 5.04x -------------------------------------------------------------------------------------------

(1) Current Offer as of October 16, 2000. (2) Calculation based upon 433,353MM common shares outstanding as of 6/30/00. Source 6/30/00 10-Q. (3) Comparable Traded Companies: American Express, Citigroup, Mellon Financial and Morgan Stanley Dean Witter. (4) LTM ended 6/30/00. WASSERSTEIN [LOGO] PERELLA & CO -26- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial

Summary Valuation: AXA Financial Analysis at Various Prices - Diversified Financial ($MM, except per share amounts)
-------Current Offer(1) Aggregate Equity Value(2) Price Per Share $19,501 $21,668 $23,818 $23,834 $26 $ 45.00 $ 50.00 $ 54.96 $ 55.00 $ 6 ----------------------------------------------AXA Financial --------$ 2.89 2.96 3.25 14.60(2)

Comparative Analysis LTM Operating EPS(4) 2000E EPS (Median 1/B/E/S, 10/16/00) 2001E EPS (Median 1/B/E/S, 10/16/00) Book Value Per Share (6/30/00)

15.5x 15.2x 13.8x 3.08x

17.3x 16.9x 15.4x 3.42x

19.0x 18.6x 16.9x 3.76x --------

19.0x 18.6x 16.9x 3.77x

2 2 1 4

Diversified Financial -----------------------------------------------------------------------Comparable Transactions Comparable Traded Companies(3) -----------------------------------------------------------------------Mean Median Mean Median -----------------------------------------------------------------------24.4x 20.3x 21.2x 20.7x 20.3x 18.5x 20.4x 19.5x 17.6x 15.8x 18.2x 17.5x 3.17x 2.53x 5.35x 5.04x -------------------------------------------------------------------------------------------

(1) Current Offer as of October 16, 2000. (2) Calculation based upon 433,353MM common shares outstanding as of 6/30/00. Source 6/30/00 10-Q. (3) Comparable Traded Companies: American Express, Citigroup, Mellon Financial and Morgan Stanley Dean Witter. (4) LTM ended 6/30/00. WASSERSTEIN [LOGO] PERELLA & CO -26- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Analyst Quotations: AXA Financial ================================================================================

Wall Street appears to recognize AXA Financial's transformation from a traditional insurance provider into a diversified financial services company "AXF has a solid track record of meeting and beating its earnings growth objectives in its core financial advisory / insurance and investment management segments. The aging of the American baby boom generation, combined with an increasing suspicion that the government cannot be relied upon as the sole support for retirement income,

Summary Valuation: AXA Financial Analyst Quotations: AXA Financial ================================================================================

Wall Street appears to recognize AXA Financial's transformation from a traditional insurance provider into a diversified financial services company "AXF has a solid track record of meeting and beating its earnings growth objectives in its core financial advisory / insurance and investment management segments. The aging of the American baby boom generation, combined with an increasing suspicion that the government cannot be relied upon as the sole support for retirement income, should continue to drive strong secular growth in AXF's financial advisory / insurance and investment management segments." Keefe, Bruyette & Woods, 9/5/00 "We view superior asset retention as a major competitive advantage of AXA Financial. Relative to most other asset gatherers, AXF should therefore have a greater ability to sustain mid-term growth." CSFB, 8/18/00 "AXF is one of only a few companies in our universe that we believe stands well positioned to generate sustainable earnings growth of at least 15% in the changing competitive landscape....AXF is one of the few insurers that controls / owns all three primary components of its business model: distribution, asset management and product manufacturing." Wasserstein Perella, 8/17/00 "The company's growth and ROE compare very favorably to the peer group, but this is offset somewhat, in our opinion, by the risk of above-average earnings volatility and a minority interest discount....It is encouraging that current growth and returns remain high even though management continues to invest for the future." Merrill Lynch, 8/3/00 "AXA Financial is an enterprise in transition from a life insurer (risk bearing) to a diversified financial services firm (asset gathering). We do not believe that this transition, and the attendant implications for AXF's EPS growth rate and earnings multiples, is fully reflected in the Company's shares." Prudential, 8/14/00 WASSERSTEIN [LOGO] PERELLA & CO -27- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Analyst Quotations: AXA Financial (Cont'd) ================================================================================

"We believe a gradual market revaluation of the AXF stock is likely over time as investors begin to realize the consistency and predictability of its diversified revenue and earnings sources...AXF remains our top pick in our sector." UBS Warburg, 7/21/00 "AXA Financial is a growth company... This is due to both external and internal influences including demographic

Summary Valuation: AXA Financial Analyst Quotations: AXA Financial (Cont'd) ================================================================================

"We believe a gradual market revaluation of the AXF stock is likely over time as investors begin to realize the consistency and predictability of its diversified revenue and earnings sources...AXF remains our top pick in our sector." UBS Warburg, 7/21/00 "AXA Financial is a growth company... This is due to both external and internal influences including demographic trends that are pushing demand for its products and services, the balanced nature of revenues and earnings, as well as heavy investment in new growth opportunities, which are specific to AXA Financial and are just now coming to fruition." UBS Warburg, 7/28/00 "We continue to recommend purchase of AXF shares based on an attractive valuation and strong financial services franchise." Goldman Sachs, 7/20/00 "We consider AXF to already be at a place operationally that many of its peers will never reach. We also believe AXF, with its focused operational strategy and diversified earnings base, is not only emerging as a major force in the U.S., but also on a global front in conjunction with its 58% majority shareholder AXA, the French insurer and asset manager. Over the past 5 years, net revenues, operating earnings and assets under management at AXF have increased at a CAGR of 23%, 28% and 24% respectively." Salomon Smith Barney, 7/20/00 WASSERSTEIN [LOGO] PERELLA & CO -28- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Selected Comparable Traded Company Analysis(1) ================================================================================

Price / LTM EPS [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material] American Express 28.2x Mellon Financial 21.5x ------------------------------------------------------------------Median = 20.7x
Citigroup(4) Morgan Stanley AXA Financial(2) 19.9x 15.1x 17.8x

Price / 2000E EPS(3)

Summary Valuation: AXA Financial Selected Comparable Traded Company Analysis(1) ================================================================================

Price / LTM EPS [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material] American Express 28.2x Mellon Financial 21.5x ------------------------------------------------------------------Median = 20.7x
Citigroup(4) Morgan Stanley AXA Financial(2) 19.9x 15.1x 17.8x

Price / 2000E EPS(3) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material] American Express 27.1x Mellon Financial 20.5x ------------------------------------------------------------------Median = 19.5x
Citigroup Morgan Stanley AXA Financial 18.5x 15.3x 17.4x

Price / 2001E EPS(3) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material] American Express 23.7x Mellon Financial 18.3x ------------------------------------------------------------------Median = 17.5x
Citigroup Morgan Stanley AXA Financial 16.7x 14.0x 15.9x

Price / Book Value Per Share [GRAPHIC OMITTED]

[The following table was depicted as a bar graph in the printed material] American Express 7.07x Mellon Financial 5.27x ------------------------------------------------------------------Median = 5.04x
Citigroup Morgan Stanley AXA Financial -------------------4.81x 4.26x 3.54x

(1) Market data and I/B/E/S earnings estimates as of 10/16/00. Median calculations exclude AXA Financial. (2) Data for AXA Financial excludes net realized investment gains / (losses). (3) Source: I/B/E/S median. (4) Information shown pro forma for acquisition of Associates First Capital. WASSERSTEIN [LOGO] PERELLA & CO -29- PREMIER INVESTMENT BANKING

Summary Valuation: AXA Financial Selected Comparable Transactions - Diversified Financial
Price per -------------------LTM Oper. EPS ---20.4x

Ann. Date --------7/20/00

Acquiring Company --------ING Groep

Acquired Equity Purchase Price Company Per Share $ Million -----------------------Aetna (Financial NA $7,700.0 Services / International) PaineWebber Reliastar Republic Bank BankBoston Transamerica Bankers Trust SunAmerica 73.50 54.00 72.00 53.00 78.00 93.00 80.85 12,242.6 5,011.2 7,579.1 16,018.2 9,713.6 9,016.1 18,364.2

Consideration ------------Cash/Debt

FY1 Oper. EPS --------NA

7/12/00 4/28/00 5/10/99 3/14/99 2/18/99 11/30/98 8/20/98

UBS ING Groep HSBC Fleet Financial Aegon NV Deutsche Bank AIG

Stock(1)/Cash Cash(2) Cash Stock Stock Cash Stock

17.4 18.2 35.0 20.1 NM NM 35.1

18.1x 15.4 18.8 16.7 19.4 NM 33.3

----------------------------------High Mean Median Low 35.1x 24.4 20.3 17.4 33.3x 20.3 18.5 15.4

-----------------------------------

Summary Valuation: AXA Financial Selected Comparable Transactions - Diversified Financial
Price per -------------------LTM Oper. EPS ---20.4x

Ann. Date --------7/20/00

Acquiring Company --------ING Groep

Acquired Equity Purchase Price Company Per Share $ Million -----------------------Aetna (Financial NA $7,700.0 Services / International) PaineWebber Reliastar Republic Bank BankBoston Transamerica Bankers Trust SunAmerica 73.50 54.00 72.00 53.00 78.00 93.00 80.85 12,242.6 5,011.2 7,579.1 16,018.2 9,713.6 9,016.1 18,364.2

Consideration ------------Cash/Debt

FY1 Oper. EPS --------NA

7/12/00 4/28/00 5/10/99 3/14/99 2/18/99 11/30/98 8/20/98

UBS ING Groep HSBC Fleet Financial Aegon NV Deutsche Bank AIG

Stock(1)/Cash Cash(2) Cash Stock Stock Cash Stock

17.4 18.2 35.0 20.1 NM NM 35.1

18.1x 15.4 18.8 16.7 19.4 NM 33.3

----------------------------------High Mean Median Low 35.1x 24.4 20.3 17.4 33.3x 20.3 18.5 15.4

-----------------------------------

(1) Global share. (2) ADRs exchanged for target's ESOP stock. WASSERSTEIN [LOGO] PERELLA & CO -30- PREMIER INVESTMENT BANKING
Summary Valuation: AXA Financial Dividend Discount Analysis - AXA Financial ================================================================================

Selected Assumptions - Present value per diluted share = present value at 9/30/00 of both cash dividends and terminal value. 2000E financial data adjusted pro-rata for Q4 2000 financial results only. - Terminal value calculated as a FY1 forward multiple of 2006E earnings. - 2000E and 200lE Operating EPS from Median I/B/E/S (10/16/00). 2002E - 2006E Operating EPS estimated through applying Median I/B/E/S (10/16/00) Long-Term Growth Rate of 15.0%.

Summary Valuation: AXA Financial Dividend Discount Analysis - AXA Financial ================================================================================

Selected Assumptions - Present value per diluted share = present value at 9/30/00 of both cash dividends and terminal value. 2000E financial data adjusted pro-rata for Q4 2000 financial results only. - Terminal value calculated as a FY1 forward multiple of 2006E earnings. - 2000E and 200lE Operating EPS from Median I/B/E/S (10/16/00). 2002E - 2006E Operating EPS estimated through applying Median I/B/E/S (10/16/00) Long-Term Growth Rate of 15.0%. - Calculation of dividends paid based upon 4.2% dividend payout ratio for AXA Financial FYE 1999 (dividends paid on common stock of $43.6 million /operating earnings of $1,040.5 million). - Assumes reinvestment of DLJ proceeds to achieve current analyst estimates of $3.25 per share in 2001. Present Value Per Diluted Share - Discount Rate vs. Exit Multiple
Terminal Value as a Multiple of 2006E Operating EPS -------------------------------------------------------------------14.0x 14.5x 15.0x 15.5x 16.0x 16.5x ------------------------------$49.72 $51.34 $52.95 $54.55 $56.14 $57.73 47.71 49.27 50.81 52.35 53.89 55.42 45.80 47.29 48.78 50.26 51.74 53.21 43.97 45.41 46.84 48.27 49.69 51.10 42.23 43.62 44.99 46.37 47.73 49.09

Discount Rate

11.0% 12.0 13.0 14.0 15.0

Present Value Per Diluted Share: 2001E Operating EPS vs. Exit Multiple (I)
Implied 2001E Operating EPS ------------$3.09 3.17 3.25 3.33 3.41 Terminal Value as a Multiple of 2006E Op --------------------------------------------------14.0x 14.5x 15.0x 15.5x 16.0 -------------------------$43.67 $45.10 $46.52 $47.94 $49.3 44.74 46.20 47.65 49.10 50.5 45.80 47.29 48.78 50.26 51.7 46.86 48.39 49.91 51.42 52.9 47.92 49.47 51.03 52.57 54.1

% 2001E Operating EPS

95.0% 97.5 100.0 102.5 105.0

(1) Calculation based upon 13.0 % discount rate. WASSERSTEIN [LOGO] PERELLA & CO -31- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------

Summary Valuation: Insurance / Financial Advisory -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------32PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Summary Valuation: Insurance / Financial Advisory ================================================================================

Implied Equity Value Per AXA Financial Share [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range Embedded Value Range (1) -------------------$20.25 $24.75

$24.30

$29.70

$21.33

$26.00

$31.00

$22.00

$27.00

(1) Source: AXA Financial management. WASSERSTEIN [LOGO] PERELLA & CO -33- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Analysis at Various Prices - Insurance / Financial Advisory ($MM, except per share amounts)
Date Estimated Aggregate Equity Value(1) Estimated Equity Value Per AXF Share(1) -------10/16/00 $12,130 $27.99 ------

$8,667 $20.00 ------

$9,534 $22.00 ------

$10,400 $24.00 ------

$11,267 $26.00 ------

Insurance/ Financial

Summary Valuation: Insurance / Financial Advisory Summary Valuation: Insurance / Financial Advisory ================================================================================

Implied Equity Value Per AXA Financial Share [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range Embedded Value Range (1) -------------------$20.25 $24.75

$24.30

$29.70

$21.33

$26.00

$31.00

$22.00

$27.00

(1) Source: AXA Financial management. WASSERSTEIN [LOGO] PERELLA & CO -33- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Analysis at Various Prices - Insurance / Financial Advisory ($MM, except per share amounts)
Date Estimated Aggregate Equity Value(1) Estimated Equity Value Per AXF Share(1) -------10/16/00 $12,130 $27.99 ------

$8,667 $20.00 ------

$9,534 $22.00 ------

$10,400 $24.00 ------

$11,267 $26.00 ------

Comparative Analysis LTM Operating EPS(3) 2000E EPS(4) 2001E EPS(4) Book Value Per Share (6/30/00)

Insurance/ Financial Advisory -------$1.42 $1.56 $1.74 $8.19(1)

14.1x 12.8x 11.5x 2.44x

15.5x 14.1x 12.6x 2.69x

16.9x 15.4x 13.8x 2.93x

18.3x 16.7x 14.9x 3.18x

19.7x 17.9x 16.1x 3.42x --------

Asset Accumulator ------------------------------------------------------------------Comparable Transactions Comparable Traded Companies(2) -------------------------------------------------------------------

Summary Valuation: Insurance / Financial Advisory Analysis at Various Prices - Insurance / Financial Advisory ($MM, except per share amounts)
Date Estimated Aggregate Equity Value(1) Estimated Equity Value Per AXF Share(1) -------10/16/00 $12,130 $27.99 ------

$8,667 $20.00 ------

$9,534 $22.00 ------

$10,400 $24.00 ------

$11,267 $26.00 ------

Comparative Analysis LTM Operating EPS(3) 2000E EPS(4) 2001E EPS(4) Book Value Per Share (6/30/00)

Insurance/ Financial Advisory -------$1.42 $1.56 $1.74 $8.19(1)

14.1x 12.8x 11.5x 2.44x

15.5x 14.1x 12.6x 2.69x

16.9x 15.4x 13.8x 2.93x

18.3x 16.7x 14.9x 3.18x

19.7x 17.9x 16.1x 3.42x --------

Asset Accumulator ------------------------------------------------------------------Comparable Transactions Comparable Traded Companies(2) ------------------------------------------------------------------Mean Median Mean Median ------------------------------------------------------------------21.8x 18.5x 14.8x 15.0x 20.4x 18.2x 13.2x 12.9x 17.9x 16.2x 11.8x 11.4x 2.53x 1.90x 2.05x 2.02x --------------------------------------------------------------------------------------

(1) Calculation based upon 433.353MM AXA Financial common shares outstanding as of 6/30/00, Source: 6/30/00 10-Q. (2) Comparable Traded Companies: American General, Hartford Financial, Lincoln National, Jefferson-Pilot, John Hancock, MetLife and Nationwide Financial Services. (3) LTM ended 6/30/00. (4) Source: AXA Financial management. 2001E earnings represent the average of three AXA Financial management projection scenarios. WASSERSTEIN [LOGO] PERELLA & CO -34- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Implied Trading Value: Financial Advisory / Insurance ($MM, except per share amounts)
AXA Financial Diluted Shares Outstanding (MM): Closing Share Price as of 10/16/00: Diluted Equity Market Value: Holding Company Net Debt not Allocated to Insurance / Financial Advisory Segment(1): 440.246 51.63

$

Summary Valuation: Insurance / Financial Advisory Implied Trading Value: Financial Advisory / Insurance ($MM, except per share amounts)
AXA Financial Diluted Shares Outstanding (MM): Closing Share Price as of 10/16/00: Diluted Equity Market Value: Holding Company Net Debt not Allocated to Insurance / Financial Advisory Segment(1): Enterprise Value: 440.246 51.63

$

Less: Sale of DLJ(2) After-Tax Cash Proceeds(3): Market Value of CSG Shares (in U.S. dollars) as of 10/16/00(4)(5) Value of corporate overhead allocated to DLJ(6): Proceeds from DLJ Sale after overhead adjustment: Less: Alliance Capital Alliance Units benefically owned by AXF (MM)(7): Closing Unit Price as of 10/16/00: Equity Market Value of Alliance Stake: Implied Equity Value for Insurance / Financial Advisory Segment: AXF Fully Diluted Shares Outstanding (MM): Implied Equity Value per Share for Insurance / Financial Advisory Segment: Implied Implied Implied Implied Multiples (8) Price / LTM Operating EPS: Price / 2000E EPS: Price / 200IE EPS:

$ 2,537.6 --------3,100.2 ------------(160.6)

$

130,020 46.44

--------------------Assumes 20001E earnin $767 MM vs. AXA Finan management base case $721 MM----------------------------------

Implied Price / Book Value per Share:

(1) Net Debt = Total Debt + Preferred Stock - Cash and Cash Equivalents - Investments. Assumes that approximately $1.0 BN of holding company debt is allocated to the Insurance / Financial Advisory Segment. (2) Assumes that proceeds from DLJ shares held by Insurance / Financial Advisory Segment are distributed to AXA Financial. (3) Source: DLJ Form SC TO-T filed with the SEC on September 8,2000. Includes $1.2 BN buyback of CSFB shares. 37% tax rate assumed. Source: AXA Financial management. (4) Source: DLJ Form SC TO-T filed with the SEC on September 8,2000. Represents 25.205 MM shares of CSFB less $1.2 BN buyback. (5) Exchange rate of 0.5621 U.S. Dollars per Swiss Franc as of 10/16/00. Source: FactSet. (6) Assumes $24.7 MM of declining pre-tax corporate overhead, 35% marginal tax rate and a 10.0x multiple. Source: AXA Financial management. (7) Source: AXA Financial management. Information shown pro forma for acquisition of Sanford C. Bernstein. Assumes that Alliance units held by Insurance / Financial Advisory segment are held by AXA Financial. (8) Source: AXA Financial management. 2001E earnings represent the average of three AXA Financial management projection scenarios. WASSERSTEIN [LOGO] PERELLA & CO

-35- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Analyst Quotations: Insurance / Financial Advisory Wall Street appears to recognize the significant competitive advantages afforded by unique distribution strategies be employed by AXA Client Solutions "While Equitable posts impressive sales and AUM statistics, long-term investors should focus more on its sales force efficiency and effectiveness than the specific product design, since the firm makes a commission on AXA Advisors sales of other companies' products. In addition, we think that AXA Advisors will be a long-term source of value differentiation, as more and more product companies have spun out their direct distribution or tied their future growth to unaffiliated bank, financial planner or stockbroker distribution." Keefe, Bruyette & Woods, 9/15/00 "AXF's primary insurance markets: life insurance and annuities, have become increasingly competitive and are marked by excess capacity. While AXF has felt the impact of the competition (annuity surrender rates have increased to about 10% in the first half of 2000 vs. an average of about 9% in 1999), we believe its business model and strength of franchise gives it a defensive advantage." Wasserstein Perella, 8/17/00 "We believe that AXA Financial's superior sales growth and asset retention will continue as new products contribute fully to sales through year end. In 2000, we expect mid teens growth for variable life products and high teens growth in variable annuities." CSFB, 8/18/00 "In our view, the best way to measure the success of AXA Financial's efforts to transform itself is to look, first and foremost, at the life division's total sales year-to-date across all product lines... Looked at from this perspective, the life company is prospering." Lehman, 8/3/00 "We are not overly concerned about sales because AXA seems to be progressing nicely with the national rollout of fee-based financial planning. If we are correct with this assessment, sales should trend upward. Also, growth in Asset Management Accounts -- a key product within a financial plan -- may suggest that a pipeline of future insurance product sales is building." Merrill Lynch, 8/3/00 WASSERSTEIN [LOGO] PERELLA & CO -36- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Analyst Quotations: Insurance / Financial Advisory (Cont'd)

"Deploying a multiple distribution channel structure and incorporating an open architecture product structure has been a major strategic initiative of the company the past several years... We believe this is an astute strategy and one that should distance AXA Financial from its "perceived" peer group."

Summary Valuation: Insurance / Financial Advisory Analyst Quotations: Insurance / Financial Advisory Wall Street appears to recognize the significant competitive advantages afforded by unique distribution strategies be employed by AXA Client Solutions "While Equitable posts impressive sales and AUM statistics, long-term investors should focus more on its sales force efficiency and effectiveness than the specific product design, since the firm makes a commission on AXA Advisors sales of other companies' products. In addition, we think that AXA Advisors will be a long-term source of value differentiation, as more and more product companies have spun out their direct distribution or tied their future growth to unaffiliated bank, financial planner or stockbroker distribution." Keefe, Bruyette & Woods, 9/15/00 "AXF's primary insurance markets: life insurance and annuities, have become increasingly competitive and are marked by excess capacity. While AXF has felt the impact of the competition (annuity surrender rates have increased to about 10% in the first half of 2000 vs. an average of about 9% in 1999), we believe its business model and strength of franchise gives it a defensive advantage." Wasserstein Perella, 8/17/00 "We believe that AXA Financial's superior sales growth and asset retention will continue as new products contribute fully to sales through year end. In 2000, we expect mid teens growth for variable life products and high teens growth in variable annuities." CSFB, 8/18/00 "In our view, the best way to measure the success of AXA Financial's efforts to transform itself is to look, first and foremost, at the life division's total sales year-to-date across all product lines... Looked at from this perspective, the life company is prospering." Lehman, 8/3/00 "We are not overly concerned about sales because AXA seems to be progressing nicely with the national rollout of fee-based financial planning. If we are correct with this assessment, sales should trend upward. Also, growth in Asset Management Accounts -- a key product within a financial plan -- may suggest that a pipeline of future insurance product sales is building." Merrill Lynch, 8/3/00 WASSERSTEIN [LOGO] PERELLA & CO -36- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Analyst Quotations: Insurance / Financial Advisory (Cont'd)

"Deploying a multiple distribution channel structure and incorporating an open architecture product structure has been a major strategic initiative of the company the past several years... We believe this is an astute strategy and one that should distance AXA Financial from its "perceived" peer group." UBS Warburg, 7/28/00

Summary Valuation: Insurance / Financial Advisory Analyst Quotations: Insurance / Financial Advisory (Cont'd)

"Deploying a multiple distribution channel structure and incorporating an open architecture product structure has been a major strategic initiative of the company the past several years... We believe this is an astute strategy and one that should distance AXA Financial from its "perceived" peer group." UBS Warburg, 7/28/00 "AXA Financial is an enterprise in transition from a life insurer to a diversified financial services firm. The company's business has moved to one based on asset gathering and advice and away from risk bearing insurance businesses." Prudential Securities, 7/20/00 "We continue to look for 15-20% sales growth in 2000 driven by AXA's strong distribution and broad product line." Morgan Stanley, 5/2/00 WASSERSTEIN [LOGO] PERELLA & CO -37- PREMIER INVESTMENT BANKING

Summary Valuation Insurance / Financial Advisory Selected Comparable Traded Company Analysis(1)(2) Price / LTM Operating EPS [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]
MetLife 18.0x Hartford Financial 17.2x American General 15.4x Jefferson Pilot 15.0x ------------------------------------------------------------------Median = 15.0x Lincoln National 13.3x John Hancock 12.5x Nationwide Financial Services 11.9x Implied Insurance/Financial Advisory 19.7x

Price / 2000 EPS(3) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]

Summary Valuation Insurance / Financial Advisory Selected Comparable Traded Company Analysis(1)(2) Price / LTM Operating EPS [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]
MetLife 18.0x Hartford Financial 17.2x American General 15.4x Jefferson Pilot 15.0x ------------------------------------------------------------------Median = 15.0x Lincoln National 13.3x John Hancock 12.5x Nationwide Financial Services 11.9x Implied Insurance/Financial Advisory 19.7x

Price / 2000 EPS(3) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]
Hartford Financial 16.0x Jefferson Pilot 14.3x American General 14.3x MetLife 12.9x ------------------------------------------------------------------Median = 12.9x Lincoln National 12.6x John Hancock 11.4x Nationwide Financial Services 11.2x Implied Insurance/Financial Advisory 17.9x

Price / 2001E EPS(3) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]
Hartford Financial 14.3x Jefferson Pilot 13.0x American General 12.7x Lincoln National 11.4x ------------------------------------------------------------------Median = 11.4x MetLife 11.4x John Hancock 10.4x Nationwide Financial Services 9.8x Implied Insurance/Financial Advisory 16.1x

Price / Book Value per Share

[GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material]
American General 2.91x Hartford Financial 2.43x Jefferson Pilot 2.23x Lincoln National 2.02x ------------------------------------------------------------------Median = 2.02x Nationwide Financial Services 1.87x John Hancock 1.57x MetLife 1.35x Implied Insurance/Financial Advisory -------------------3.42x

(1) Market data and I/B/E/S earnings estimates as of 10/16/00. Median calculations exclude Implied Insurance / Financial Advisory. (2) Source for Implied Insurance / Financial Advisory segment: AXA Financial management. (3) Source for all except Implied Insurance / Financial Advisory segment: I/B/E/S median. WASSERSTEIN [LOGO] PERELLA & CO -38- PREMIER INVESTMENT BANKING
Summary Valuation: Alliance Capital Regression Analysis(1) ================================================================================

There appears to be a correlation between return on equity and price to book among asset accumulation companies Price / Book Value [GRAPHIC OMITTED] LTM Return on Average Equity(2) Price / Book Value [GRAPHIC OMITTED] Forward Return on Average Equity(3) (1) Market data and I/B/E/S earnings estimates as of 10/16/00. (2) Excludes net realized gains / (losses) and extraordinary items. (3) Calculated by dividing 2000E EPS by book value per share (6/30/00). WASSERSTEIN [LOGO] PERELLA & CO

Summary Valuation: Alliance Capital Regression Analysis(1) ================================================================================

There appears to be a correlation between return on equity and price to book among asset accumulation companies Price / Book Value [GRAPHIC OMITTED] LTM Return on Average Equity(2) Price / Book Value [GRAPHIC OMITTED] Forward Return on Average Equity(3) (1) Market data and I/B/E/S earnings estimates as of 10/16/00. (2) Excludes net realized gains / (losses) and extraordinary items. (3) Calculated by dividing 2000E EPS by book value per share (6/30/00). WASSERSTEIN [LOGO] PERELLA & CO -39- PREMIER INVESTMENT BANKING

Summary Valuation: Insurance / Financial Advisory Selected Comparable Transactions: Life & Health Insurance
Equity Purchase Price ------------------------Per Share $ Millions(1) --------------------NA $7,700.0

Ann. Date ------7/20/00

Acquiring Company Acquired Company -------------------------ING Groep Aetna Fin. Svc. & Int. ING Groep ReliaStar Financial Allianz AG Life USA Holding Aegon NV Transamerica American International Group SunAmerica ING Groep N.Y. Equitable of Iowa Companies

4/28/00

$54.00

5,011.2

5/17/99

20.75

520.0

2/18/99

78.00

9,713.6

8/20/98

80.85

18,364.2

7/8/97

68.00

2,226.4

Summary Valuation: Insurance / Financial Advisory Selected Comparable Transactions: Life & Health Insurance
Equity Purchase Price ------------------------Per Share $ Millions(1) --------------------NA $7,700.0

Ann. Date ------7/20/00

Acquiring Company Acquired Company -------------------------ING Groep Aetna Fin. Svc. & Int. ING Groep ReliaStar Financial Allianz AG Life USA Holding Aegon NV Transamerica American International Group SunAmerica ING Groep N.Y. Equitable of Iowa Companies Jefferson-Pilot Corp. Chubb Life Insurance Company of America American General Corporation USLife Corporation

4/28/00

$54.00

5,011.2

5/17/99

20.75

520.0

2/18/99

78.00

9,713.6

8/20/98

80.85

18,364.2

7/8/97

68.00

2,226.4

2/24/97

NA

875.0

2/23/97

49.00

1,746.1

Form of Consideration ------------Cash/Debt

GAAP MULTIPLES (2) Price per Share/ ---------------------------LTM FYI FY2 Book EPS EPS EPS Value ----------20.4x NA NA NA

STAT MULTIPLES Enterprise Value/ ----------------LFY Net Ttl Adj Income Capital -----------NA NA

Prem. to Target Unaffected Statutory Share Business Price Mix by DPW(3) -----------------------------NA Financial Services (55.0%) International (45%) 75.3% Life & Annuities (52.6%) Accident & Health (47.4%) Individual Annuities (91.9%) Ordinary Life (8.1%) Group Annuities(80.9%) Individual Annuities (18.1%)

100% Cash

18.2

15.4x

14.0x

2.53x

30.4x

5.06x

100% Cash

29.4

23.1

20.1

1.90

29.1

4.28

102.4

Stock/Cash

NM

19.4

17.6

1.86

53.2

6.13

35.4

100% Stock

35.1

33.3

28.1

6.19

42.8

NA

25.8

Individual Annuities (75.5%) Ordinary Life (22.9%) Ann. & Fund Dp. (92%) Individual Life (8%) Individual Life (89%) Ann. & Fund Dp. (9%) Individual Life (43%) Grp. Life & A&H (40%)

Stock/Cash

18.5

17.0

14.9

2.71

27.7

NA

22.5

100% Cash

15.9

NA

NA

1.00

25.8

1.75

NA

100% Stock

15.3

14.1

12.9

1.51

49.2

NA

39.0

----------------------------------------------------------------------High 35.1x 33.3x 28.1x 6.19x 53.2x 6.13x 102.4%

Mean Median Low

21.8 18.5 15.3

20.4 18.2 14.1

17.9 16.2 12.9

2.53 1.90 1.00

36.9 30.4 25.8

4.31 4.67 1.75

50.1 37.2 22.5

-----------------------------------------------------------------------

(1) Implied price for 100% of equity. (2) Multiples for EPS before net realized capital gains / (losses). (3) For group or lead company. WASSERSTEIN [LOGO] PERELLA & CO -40- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------41PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Summary Valuation: Alliance Capital Equity Value Per Alliance Capital Unit [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range $46.50 $55.50

$55.80

$66.60

$46.75

$60.00

$70.00

Equity Value Per AXA Financial Share(1) [GRAPHIC OMITTED]

Summary Valuation: Alliance Capital -----------------------WASSERSTEIN [LOGO] PERELLA & CO --------------------------------------------------------------------------------41PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Summary Valuation: Alliance Capital Equity Value Per Alliance Capital Unit [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range $46.50 $55.50

$55.80

$66.60

$46.75

$60.00

$70.00

Equity Value Per AXA Financial Share(1) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range -------------------$13.95 $16.65

$16.74

$19.98

$14.03

$18.00

$21.00

(1) Calculation based upon 52.8% AXA Financial ownership (pro forma for Sanford C. Bernstein acquisition) and 433.353MM AXA Financial common shares outstanding as of 6/30/00; sources: 8/23/00 Alliance Capital DEFMI4A and 6/30/00 AXA Financial 10-Q.

Summary Valuation: Alliance Capital Summary Valuation: Alliance Capital Equity Value Per Alliance Capital Unit [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range $46.50 $55.50

$55.80

$66.60

$46.75

$60.00

$70.00

Equity Value Per AXA Financial Share(1) [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
WP&Co. Comparable Company Trading Range WP&Co. Comparable Company Trading Range + 20% Premium Regression Value Range WP&Co. Comparable Transaction Range -------------------$13.95 $16.65

$16.74

$19.98

$14.03

$18.00

$21.00

(1) Calculation based upon 52.8% AXA Financial ownership (pro forma for Sanford C. Bernstein acquisition) and 433.353MM AXA Financial common shares outstanding as of 6/30/00; sources: 8/23/00 Alliance Capital DEFMI4A and 6/30/00 AXA Financial 10-Q. WASSERSTEIN [LOGO] PERELLA & CO -42- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Analysis at Various Prices - Alliance Capital ($MM, except per share amounts)
Date -------10/16/00

Summary Valuation: Alliance Capital Analysis at Various Prices - Alliance Capital ($MM, except per share amounts)
Date Aggregate Equity Value of AXF's Stake in AC(1) Enterprise Value of AXF's Stake in AC(1) Current Alliance Capital Trading Price Per Unit(2) -------10/16/00 $6,038 $6,139 $46.44 ------

$5,851 $5,952 $45.00 ------

$6,501 $6,602 $50.00 ------

$7,151 $7,252 $55.00 ------

$ $ $ -

Comparative Analysis 2000E EPS (Median I/B/E/S, 10/16/00) 2001E EPS (Median I/B/E/S, 10/16/00) LTM EBITDA(5) Asset Under Management ($BN)(5) Estimated Value Per AXF Share(1)(6)

AXF Stake in Alliance Capital ----------3.05 3.19 $529.2 $248.3

14.8x 14.1x 11.2x 2.40% $13.50

16.4x 15.7x 12.5x 2.66% $15.00

15.2x 14.6x 11.6x 2.47% $13.93 --------

18.0x 17.2x 13.7x 2.92% $16.50 $

Asset Management(3) Comparable Transactions ----------------------Mean Median ----------------------19.0x 19.1x 19.6x 11.5x 19.5x 11.7x Comparable Traded Companies(4) -----------------------------Mean Median -----------------------------17.6x 18.2x 15.7x 9.6x 16.4x 9.9x

3.24% 3.18% ------------------------------------------

3.70% 3.22% ------------------------------

(1) Calculation based upon 246.374MM units outstanding as of 6/30/00, net debt of $100.7 MM, Source Alliance Capital DEFM14A filed 8/23/00. (2) Closing price for Alliance Capital on 10/16/00 is $46.44. (3) Comparable multiples represent average of multiples for Institutional Asset Management sector (50%) and Retail Asset Management sector (50%). (4) Comparable Traded Companies: Affiliated Managers, Eaton Vance, Federated Investors, Franklin Resources, Neuberger Berman, Stilwell Financial, T. Rowe Price and Waddell & Reed. (5) Calculation represents Enterprise Value to LTM EBITDA and Enterprise Value to Assets Under Management; Assets Under Management as of 6/30/00. AXA Financial's share of EBITDA and AUM only. (6) Calculation based upon 433.353MM common shares outstanding of AXA Financial as of 6/30/00. Source 6/30/00 10-Q. WASSERSTEIN [LOGO] PERELLA & CO

-43- PREMIER INVESTMENT BANKING
Summary Valuation: Alliance Capital Analyst Quotations: Alliance Capital ================================================================================ "... we believe AC is poised to increase market share and deliver EPS growth of 15% over the long term... We view the upside potential in the shares over time to be significant." - A. G. Edwards, 8/11/00

"Alliance continues to be one of our top picks in the asset management sector. Despite the company's superior asset gathering prowess, we believe the company remains undervalued." CIBC, 7/26/00 "Performance still strong across board..." Salomon Smith Barney, 7/26/00 "Alliance's formidable record of growth in assets under management (AUMs),... affords it operating scale and sustained earnings capacity.... Given Alliance's superior earnings outlook (post-Bernstein) and building asset momentum, we believe AC units represent value versus those of the Company's peer group." Prudential Securities, 7/6/00 WASSERSTEIN [LOGO] PERELLA & CO -44- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Selected Comparable Traded Company Analysis(1) Enterprise Value / LTM Revenue [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
Institutional(2) Waldell & Reed 6.0x T. Rowe Price 4.7x -------------------------------------------------------------------Median = 4.7x Affiliated Managers 2.3x Retail(2) Neuberger Berman 5.5x Stilwell Financial 5.2x Federated Investors 4.9x -------------------------------------------------------------------Median = 4.9x Franklin Resources 4.1x Eaton Vance 4.1x Alliance Capital(3) 4.0x

Summary Valuation: Alliance Capital Analyst Quotations: Alliance Capital ================================================================================ "... we believe AC is poised to increase market share and deliver EPS growth of 15% over the long term... We view the upside potential in the shares over time to be significant." - A. G. Edwards, 8/11/00

"Alliance continues to be one of our top picks in the asset management sector. Despite the company's superior asset gathering prowess, we believe the company remains undervalued." CIBC, 7/26/00 "Performance still strong across board..." Salomon Smith Barney, 7/26/00 "Alliance's formidable record of growth in assets under management (AUMs),... affords it operating scale and sustained earnings capacity.... Given Alliance's superior earnings outlook (post-Bernstein) and building asset momentum, we believe AC units represent value versus those of the Company's peer group." Prudential Securities, 7/6/00 WASSERSTEIN [LOGO] PERELLA & CO -44- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Selected Comparable Traded Company Analysis(1) Enterprise Value / LTM Revenue [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
Institutional(2) Waldell & Reed 6.0x T. Rowe Price 4.7x -------------------------------------------------------------------Median = 4.7x Affiliated Managers 2.3x Retail(2) Neuberger Berman 5.5x Stilwell Financial 5.2x Federated Investors 4.9x -------------------------------------------------------------------Median = 4.9x Franklin Resources 4.1x Eaton Vance 4.1x Alliance Capital(3) 4.0x

Enterprise Value / LTM EBITDA

Summary Valuation: Alliance Capital Selected Comparable Traded Company Analysis(1) Enterprise Value / LTM Revenue [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
Institutional(2) Waldell & Reed 6.0x T. Rowe Price 4.7x -------------------------------------------------------------------Median = 4.7x Affiliated Managers 2.3x Retail(2) Neuberger Berman 5.5x Stilwell Financial 5.2x Federated Investors 4.9x -------------------------------------------------------------------Median = 4.9x Franklin Resources 4.1x Eaton Vance 4.1x Alliance Capital(3) 4.0x

Enterprise Value / LTM EBITDA [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
Institutional(2) Waldell & Reed 12.3x T. Rowe Price 10.2x ------------------------------------------------------------------Median = 10.2x Affiliated Managers 4.7x Retail(2) Neuberger Berman 12.1x Franklin Resources 10.0x Stilwell Financial 9.6x -------------------------------------------------------------------Median = 9.6x Eaton Vance 9.4x Federated Investors 9.1x Alliance Capital(3) 11.6x

Enterprise Value as a % of Assets Under Management [GRAPHIC OMITTED] [The following table was depicted as a bar graph in the printed material.]
Institutional(2) Waldell & Reed 6.7x

Waldell & Reed 6.7x T. Rowe Price 2.9x -------------------------------------------------------------------Median = 2.9x Affiliated Managers 1.5x Retail(2) Neuberger Berman 5.5x Franklin Resources 4.1x Eaton Vance 3.5x -------------------------------------------------------------------Median = 3.5x Stilwell Financial 2.9x Federated Investors 2.4x Alliance Capital(3) -------------------2.5x

(1) Market data as of 10/16/00. Median calculations exclude Alliance Capital. (2) Asset Managers classified as institutional or retail based majority of assets under management for each category. (3) Adjusted for acquisition of Sanford C. Bernstein. WASSERSTEIN [LOGO] PERELLA & CO -45- PREMIER INVESTMENT BANKING
Summary Valuation: Alliance Capital Regression Analysis(1) ================================================================================

Enterprise Value as a % of Assets Under Management [GRAPHIC OMITTED] LTM Operating Revenue / Average Assets Under Management (1) Market data as of 10116/00. (2) Adjusted for acquisition of Sanford C. Bernstein. (3) Asset managers classified as institutional or retail based on majority of assets under management for each category. WASSERSTEIN [LOGO] PERELLA & CO -46- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Selected Comparable Transaction Analysis: Retail
Equity Enterprise Price Value (a) Per Share $ Millions(b)

Ann. Date

Acquiring Company Acquired Company

Summary Valuation: Alliance Capital Regression Analysis(1) ================================================================================

Enterprise Value as a % of Assets Under Management [GRAPHIC OMITTED] LTM Operating Revenue / Average Assets Under Management (1) Market data as of 10116/00. (2) Adjusted for acquisition of Sanford C. Bernstein. (3) Asset managers classified as institutional or retail based on majority of assets under management for each category. WASSERSTEIN [LOGO] PERELLA & CO -46- PREMIER INVESTMENT BANKING

Summary Valuation: Alliance Capital Selected Comparable Transaction Analysis: Retail
Equity Enterprise Price Value (a) Per Share $ Millions(b) --------- ------------NA $ 450.0

Ann. Date --------06/12/00

Acquiring Company Acquired Company ---------------------------Liberty Financial Wanger Asset Management LP UniCredito Italiano Pioneer Group ReliaStar Financial Pilgrim Capital Credit Suisse Warburg Pincus Asset Mgmt Phoenix Investment Partners Zweig Fund Group (e) Affiliated Managers Group 65% of Rorer Asset Mgmt.

05/15/00

$43.50

1,335.7

07/22/99

36.25

254.5

02116/99

NA

650.0

12/17/98

NA

164.0

11/09/98

NA

100.0

Form of Consideration ------------Cash Cash Cash and Stock Cash Cash

Assets Under Mgmt ($BN) ---------$ 8.8 24.4 7.6 22.0 4.4

Enterprise Value -------------------% of AUM LTM EHITDA -------- ---------5.11% NA 5.47 3.35 2.95 3.73 NM 9.9 NA 12.9

Equity value per Share -------------------------LTM FYI FY2 NI EPS (c) EPS (c) --------------NA NA NA NM 17.9x NA 17.7 NM 16.3 NA NA 24.9x 14.2 NA NA

Prem. To Unaffected Share Price (d) --------NA 97.7% 87.1 NA NA

Summary Valuation: Alliance Capital Selected Comparable Transaction Analysis: Retail
Equity Enterprise Price Value (a) Per Share $ Millions(b) --------- ------------NA $ 450.0

Ann. Date --------06/12/00

Acquiring Company Acquired Company ---------------------------Liberty Financial Wanger Asset Management LP UniCredito Italiano Pioneer Group ReliaStar Financial Pilgrim Capital Credit Suisse Warburg Pincus Asset Mgmt Phoenix Investment Partners Zweig Fund Group (e) Affiliated Managers Group 65% of Rorer Asset Mgmt.

05/15/00

$43.50

1,335.7

07/22/99

36.25

254.5

02116/99

NA

650.0

12/17/98

NA

164.0

11/09/98

NA

100.0

Form of Consideration ------------Cash Cash Cash and Stock Cash Cash Cash

Assets Under Mgmt ($BN) ---------$ 8.8 24.4 7.6 22.0 4.4 3.7

Enterprise Value -------------------% of AUM LTM EHITDA -------- ---------5.11% NA 5.47 3.35 2.95 3.73 2.70 NM 9.9 NA 12.9 NA

Equity value per Share -------------------------LTM FYI FY2 NI EPS (c) EPS (c) --------------NA NA NA NM 17.9x NA 17.7 NA NM 16.3 NA NA NA 24.9x 14.2 NA NA NA

Prem. To Unaffected Share Price (d) --------NA 97.7% 87.1 NA NA NA

------------------------------------------------------------------------------------------High 5.47% 12.9x 17.9x 16.3x 24.9x 97.7% Mean Median 3.89 3.54 11.4 11.4 17.8 17.8 16.3 16.3 19.5 19.5 92.4 92.4

Low 2.70 9.9 17.7 16.3 14.2 87.1 -------------------------------------------------------------------------------------------

(a) Enterprise value for private companies is assumed to be the announced purchase price. (b) Purchase price is adjusted to reflect a 100% purchase of the target. (c) Source: Median I/B/E/S. (d) Calculation based upon closing share price of acquired company 20 trading days prior to announcement date. (e) Financial data as of December 31, 1998. WASSERSTEIN

[LOGO] PERELLA & CO -47- PREMIER INVESTMENT BANKING
Summary Valuation: Alliance Capital Selected Comparable Transaction Analysis: Institutional ================================================================================

Ann. Date -------06/20/00 06/19/00 06/16/00 10/31/99 10/26/98 08/10/98 07/24/98 06/11/98 05/01/98 01/l5/98

Acquiring Company Acquired Company ---------------------------------Alliance Capital Sanford C. Bernstein (e) Old Mutual Plc. United Asset Management Caisse des Despots Nvest LP and Nvest Cos. LP Allianz AG 70% of Pimco Advisors LP AXA 60% of Rosenberg Group Northwestern Mutual Life Frank Russell Mellon Bank 75% of Newton Management Ltd. Liberty Financial Crabbe Huson Group Robeco Groep NV Weiss, Peck & Greer LLC Affiliated Managers Group 68% of Essex Investment Mgmt. (f)

Equity Price Per Share --------NA $25.00 40.00 38.75 NA NA NA NA NA NA

Enterprise Value (a) $ Millions (b) -------------$3,443.6 2,207.5 2,15l.8 4,594.8 208.3 1,200.0 282.0 147.5 575.0 178.2 Equity Value per Share ---------------------------LTM FY1 FY2 NI EPS(c) EPS(c) ----------------19.2x 19.4x NA 22.3 18.5 22.5 NA NA NA NA NA NM 20.5 23.5 23.1 NA NA NA NA NA NA 19.5x 20.1 19.1 NA NA NA NA NA NA Prem. T Unaffect Share Price(d ------NA 39.4% 110.5 27.0 NA NA NA NA NA NA

Ann. Date -------06/20/00 06/19/00 06/16/00 10/31/99 10/26/98 08/10/98 07/24/98 06/11/98 05/01/98 01/l5/98

Form of Consideration ------------Cash and Stock Cash Cash Cash Cash Cash

Assets Under Mgmt ($BN) ---------$89.6 203.2 134.0 256.1 7.0 42.0 20.7 5.3 16.2 4.3

Enterprise Value --------------------% of AUM LTM EBITDA ----------------3.84% lO.6x 1.09 1.61 1.79 2.98 2.86 1.36 2.78 3.55 4.15 7.2 12.3 15.7 NA NA NA NA NA 11.9

Cash and Loan Notes Cash and Stock Cash Cash and Stock

--------------------------------------------------------------------------------------------High 4.15% 15.7x 22.5x 23.5x 20.1x 110.5% Mean 2.60 11.5 20.6 21.6 19.6 59.0 Median 2.82 11.9 20.7 21.8 19.5 39.4 Low 1.09 7.2 18.5 19.4 19.1 27.0 ---------------------------------------------------------------------------------------------

(a) Enterprise value for private companies is assumed to be the announced purchase price. (b) Purchase price is adjusted to reflect a 100% purchase of the target. (c) Source for all except Sanford C. Bernstein: Median 1/B/E/S. (d) Calculation based upon closing share price of acquired company 20 trading days prior to announcement date.

Summary Valuation: Alliance Capital Selected Comparable Transaction Analysis: Institutional ================================================================================

Ann. Date -------06/20/00 06/19/00 06/16/00 10/31/99 10/26/98 08/10/98 07/24/98 06/11/98 05/01/98 01/l5/98

Acquiring Company Acquired Company ---------------------------------Alliance Capital Sanford C. Bernstein (e) Old Mutual Plc. United Asset Management Caisse des Despots Nvest LP and Nvest Cos. LP Allianz AG 70% of Pimco Advisors LP AXA 60% of Rosenberg Group Northwestern Mutual Life Frank Russell Mellon Bank 75% of Newton Management Ltd. Liberty Financial Crabbe Huson Group Robeco Groep NV Weiss, Peck & Greer LLC Affiliated Managers Group 68% of Essex Investment Mgmt. (f)

Equity Price Per Share --------NA $25.00 40.00 38.75 NA NA NA NA NA NA

Enterprise Value (a) $ Millions (b) -------------$3,443.6 2,207.5 2,15l.8 4,594.8 208.3 1,200.0 282.0 147.5 575.0 178.2 Equity Value per Share ---------------------------LTM FY1 FY2 NI EPS(c) EPS(c) ----------------19.2x 19.4x NA 22.3 18.5 22.5 NA NA NA NA NA NM 20.5 23.5 23.1 NA NA NA NA NA NA 19.5x 20.1 19.1 NA NA NA NA NA NA Prem. T Unaffect Share Price(d ------NA 39.4% 110.5 27.0 NA NA NA NA NA NA

Ann. Date -------06/20/00 06/19/00 06/16/00 10/31/99 10/26/98 08/10/98 07/24/98 06/11/98 05/01/98 01/l5/98

Form of Consideration ------------Cash and Stock Cash Cash Cash Cash Cash

Assets Under Mgmt ($BN) ---------$89.6 203.2 134.0 256.1 7.0 42.0 20.7 5.3 16.2 4.3

Enterprise Value --------------------% of AUM LTM EBITDA ----------------3.84% lO.6x 1.09 1.61 1.79 2.98 2.86 1.36 2.78 3.55 4.15 7.2 12.3 15.7 NA NA NA NA NA 11.9

Cash and Loan Notes Cash and Stock Cash Cash and Stock

--------------------------------------------------------------------------------------------High 4.15% 15.7x 22.5x 23.5x 20.1x 110.5% Mean 2.60 11.5 20.6 21.6 19.6 59.0 Median 2.82 11.9 20.7 21.8 19.5 39.4 Low 1.09 7.2 18.5 19.4 19.1 27.0 ---------------------------------------------------------------------------------------------

(a) Enterprise value for private companies is assumed to be the announced purchase price. (b) Purchase price is adjusted to reflect a 100% purchase of the target. (c) Source for all except Sanford C. Bernstein: Median 1/B/E/S. (d) Calculation based upon closing share price of acquired company 20 trading days prior to announcement date. (e) Source for all transaction data: AXA Financial management. Financial data as of December 31, 1999. (f) LTM EBITDA estimated from pro forma financial statements provided in Affiliated Managers Group Form 8K/A.

WASSERSTEIN PERELLA & CO --------------------------------------------------------------------------------

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AXA Group -----------------------------WASSERSTEIN PERELLA & CO --------------------------------------------------------------------------------49PREMIER INVESTMENT BANKING [LOGO]

AXA GROUP Strengths and Issues ================================================================================

Strengths

o Large cap financial with diversified earnings both by geography and business line provide a lower risk profile and favored by public market o Strong business franchise in several countries with ability to realize growth in untapped and changing markets o Shareholder -- focused management o Effort to disclose more information on the operations of AXA Group (publication of details of embedded value for the first time in July 2000) o The successful U.S. business is at the forefront of "new wave" thinking in terms of customer relationship management o Strategic commitment to expand asset management capabilities globally o Strong track record in making and integrating successful acquisitions of that differentiate AXA Group from European competitors o Continued commitment to acquisitions

Issues

o Lower growth, lower ROE business mix than AXA Financial o Uncertainty regarding results of proposed France restructuring

AXA Group -----------------------------WASSERSTEIN PERELLA & CO --------------------------------------------------------------------------------49PREMIER INVESTMENT BANKING [LOGO]

AXA GROUP Strengths and Issues ================================================================================

Strengths

o Large cap financial with diversified earnings both by geography and business line provide a lower risk profile and favored by public market o Strong business franchise in several countries with ability to realize growth in untapped and changing markets o Shareholder -- focused management o Effort to disclose more information on the operations of AXA Group (publication of details of embedded value for the first time in July 2000) o The successful U.S. business is at the forefront of "new wave" thinking in terms of customer relationship management o Strategic commitment to expand asset management capabilities globally o Strong track record in making and integrating successful acquisitions of that differentiate AXA Group from European competitors o Continued commitment to acquisitions

Issues

o Lower growth, lower ROE business mix than AXA Financial o Uncertainty regarding results of proposed France restructuring o Exposure to potentially volatile, competitive and underperforming P&C / insurance business o Uncertainty regarding adequacy of P&C reserves o Limited presence in higher growth European savings markets such as Italy and Spain
o Growth in UK life business challenging

AXA GROUP Strengths and Issues ================================================================================

Strengths

o Large cap financial with diversified earnings both by geography and business line provide a lower risk profile and favored by public market o Strong business franchise in several countries with ability to realize growth in untapped and changing markets o Shareholder -- focused management o Effort to disclose more information on the operations of AXA Group (publication of details of embedded value for the first time in July 2000) o The successful U.S. business is at the forefront of "new wave" thinking in terms of customer relationship management o Strategic commitment to expand asset management capabilities globally o Strong track record in making and integrating successful acquisitions of that differentiate AXA Group from European competitors o Continued commitment to acquisitions

Issues

o Lower growth, lower ROE business mix than AXA Financial o Uncertainty regarding results of proposed France restructuring o Exposure to potentially volatile, competitive and underperforming P&C / insurance business o Uncertainty regarding adequacy of P&C reserves o Limited presence in higher growth European savings markets such as Italy and Spain
o Growth in UK life business challenging [LOGO]

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-50- PREMIER INVESTMENT BANKING

AXA GROUP Recent Share Price vs. Historical Trading ================================================================================

AXA GROUP Recent Share Price vs. Historical Trading ================================================================================ Share Price and Trading Volume Last 18 Months -------------------------------------------------------------------------------[LINE CHART OMITTED] Daily From April 9, 1999 to October 16, 2000 Volume |1| |2| 7/16/99 8/5/99 ____ AXA

|3| 10/22/99 |4| |5| |6| |7| |8| |9| 3/7/00 4/28/00 5/22/00 7/10/00 8/30/00 9/21/00

Fear of interest rate hike in the U.S and Europe Positive 1H99 revenues disclosure and "resolution" for the Holocaust problem China declares insurers will be allowed to operate all over the country within 5 years 1999 results are better than expected AXA Group announces start of negotiations to acquire SLPH minority stake Brokers upgrade their recommendation to "Buy" EV disclosure Sale of DLJ and buy-back of AXA Financial First half results lower than expected

---------Source: Datastream. WASSERSTEIN PERELLA & CO -------------------------------------------------------------------------------[LOGO]

-51- PREMIER INVESTMENT BANKING

AXA GROUP Relative Stock Market Performance ================================================================================

Last 12 Months(1) [LINE CHART OMITTED] Daily from October 20, 1999 to October 16, 2000 AXA ____ Insurance Composite(2) ____ France CAC 40 - Price Index Last 3 Three Years(1) [LINE CHART OMITTED] Daily From October 16, 1997 to October 16, 2000 AXA ____ Insurance Composite(2) ____ France CAC 40 - Price Index Market Statistics Price(10/13/00): (euro)153.2 12 month high: (euro)172.5
Mkt. Cap: (euro)60,223m 12 month low: (euro)114.6

AXA GROUP Relative Stock Market Performance ================================================================================

Last 12 Months(1) [LINE CHART OMITTED] Daily from October 20, 1999 to October 16, 2000 AXA ____ Insurance Composite(2) ____ France CAC 40 - Price Index Last 3 Three Years(1) [LINE CHART OMITTED] Daily From October 16, 1997 to October 16, 2000 AXA ____ Insurance Composite(2) ____ France CAC 40 - Price Index Market Statistics Price(10/13/00): (euro)153.2 12 month high: (euro)172.5
Mkt. Cap: 2000 P/E:(3): 2001 P/E:(3) ---------(euro)60,223m 26.3x 22.7x 12 month low: 1999 P/EV:(4) (euro)114.6 1.9x 2000 P/CEPS: 20.6x 2001 P/CEPS: 18.3x

(1) Source: Datastream. (2) Composite is based on Aegon, Allianz, Prudential, CGNU, Skandia, ING Groep, Zurich Allied and Generali. (3) I/B/E/S median. (4) As per AXA Group disclosure.
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-52- PREMIER INVESTMENT BANKING

AXA GROUP Selected Comparable Traded Company Analysis(1) ================================================================================

Price(2) / LTM EPS The following was depicted as a bar chart in the printed material.

AXA GROUP Selected Comparable Traded Company Analysis(1) ================================================================================

Price(2) / LTM EPS The following was depicted as a bar chart in the printed material.
Skandia ...................................... Prudential ................................... Allianz ...................................... Aegon ........................................ ING Group .................................... Zurich Allied ................................ AXA .......................................... Median........................................ 52.2x 34.0x 34.0x 27.8x 18.9x 10.4x 31.5x 30.9x

Price(2) / LTM Embedded Value The following was depicted as a bar chart in the printed material.
Skandia ...................................... Aegon ........................................ Prudential ................................... Zurich Allied ................................ ING Group .................................... Allianz ...................................... AXA .......................................... Median ....................................... 5.6x 2.5x 2.0x 2.0x 1.7x 1.4x 1.9x 2.0x

Price(2) / 2000 EPS(3) The following was depicted as a bar chart in the printed material.
Skandia ...................................... Allianz ...................................... Generali ..................................... Prudential ................................... Aegon ........................................ ING Group .................................... CGNU ......................................... Zurich Allied ................................ AXA .......................................... Median ....................................... 49.3x 37.6x 34.9x 27.8x 26.9x 17.7x 17.3x 14.5x 26.3x 27.4x

Price(2) / 2001E EPS(3) The following was depicted as a bar chart in the printed material.
Skandia ...................................... Allianz ...................................... Generali ..................................... Prudential ................................... Aegon ........................................ ING Group .................................... CGNU ......................................... Zurich Allied ................................ AXA .......................................... 38.0x 31.7x 30.7x 24.5x 23.7x 14.9x 14.3x 12.4x 22.7x

AXA .......................................... Median ....................................... ---------(1) Median figures exclude AXA Group. (2) Price as of October 16, 2000. (3) Source: I/B/E/S median. Annual Report.

22.7x 24.1x

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-53- PREMIER INVESTMENT BANKING

AXA GROUP Analyst Quotations: AXA Group ================================================================================

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

----------------------------------Credit Lyonnais Securities Europe(1) ----------------------------------Anne Rolland 9/26/2000 (euro)152 5.29, 28.7x (euro)152 "The next months will be critical for AXA. Due to the combined decrease of the Euro and the AXA share price, the company is risking being forced to revise the price offered for AXA Financial minority shareholders (who have suffered an offer price decrease of 8% in one month). AXA, if successful, will have to deal with a second capital increase and also with the reorganisation of the distribution network in France (which will not impact accounts until 2003)." Reduce ------------------------------HSBC ------------------------------Holmes, N. 9/22/2000 (euro)157.8 9.22, 17.1x (euro)190 "The fundamental strategy is good, divesting DLJ for a good price and investing in 100% control of AXA Financial which is one of AXA's best performers. Good strategic

--------------------------------Merrill Lynch --------------------------------Bird, S., et al 9/22/2000 (euro)157.8 5.7(2), l2.5x (euro)190 "We believe that the intermediate term story remains firmly in place. In the near term there remains the uncertainty over the buyout price for AXA Financial. The timing of the sale of Credit Suisse share affects the dilutive impact on earnings."

Recommendation

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

Buy ---------------------------------Daiwa Institute of Research Europe ---------------------------------Tim Proudlove 9/22/2000 (euro)152 5.83, 26.1x (euro)160 "We do have some concerns about the short term earnings growth of the sale of DLJ but were reassured by Henry de Castries insistence that Axa will not overpay for the Axa Financial

AXA GROUP Analyst Quotations: AXA Group ================================================================================

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

----------------------------------Credit Lyonnais Securities Europe(1) ----------------------------------Anne Rolland 9/26/2000 (euro)152 5.29, 28.7x (euro)152 "The next months will be critical for AXA. Due to the combined decrease of the Euro and the AXA share price, the company is risking being forced to revise the price offered for AXA Financial minority shareholders (who have suffered an offer price decrease of 8% in one month). AXA, if successful, will have to deal with a second capital increase and also with the reorganisation of the distribution network in France (which will not impact accounts until 2003)." Reduce ------------------------------HSBC ------------------------------Holmes, N. 9/22/2000 (euro)157.8 9.22, 17.1x (euro)190 "The fundamental strategy is good, divesting DLJ for a good price and investing in 100% control of AXA Financial which is one of AXA's best performers. Good strategic sense in both deals. But there are some significant uncertainties in what is a very protracted two-stage deal."

--------------------------------Merrill Lynch --------------------------------Bird, S., et al 9/22/2000 (euro)157.8 5.7(2), l2.5x (euro)190 "We believe that the intermediate term story remains firmly in place. In the near term there remains the uncertainty over the buyout price for AXA Financial. The timing of the sale of Credit Suisse share affects the dilutive impact on earnings."

Recommendation

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

Buy ---------------------------------Daiwa Institute of Research Europe ---------------------------------Tim Proudlove 9/22/2000 (euro)152 5.83, 26.1x (euro)160 "We do have some concerns about the short term earnings growth of the sale of DLJ but were reassured by Henry de Castries insistence that Axa will not overpay for the Axa Financial minorities. We anticipate further upside, however later in this year as the proceeds from the sale of DLJ are reinvested and effects of the upturn in the non-life underwriting cycle begin to feed through." Hold

Recommendation

Buy

(1) Translated from a French report. (2) EPS 2001.

WASSERSTEIN PERELLA & CO --------------------------------------------------------------------------------54PREMIER INVESTMENT BANKING

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AXA GROUP Analyst Quotations: AXA Group (Cont'd) ================================================================================

----------------------------------Smith Barney ----------------------------------Brian Shea, Kimberly Shapiro Latest Report Price 2000 EPS, P/E Target Price Comments 9/13/2000 (euro)167 5.63, 29.6x (euro)175 "While remaining long-term supporters of the company and the stock, we are somewhat nervous about the short term performance ahead of results."

--------------------------------JP Morgan --------------------------------Huttner, M. et al

Analyst

9/4/2000 (euro)170 5.40, 31.4x (euro)200 "We believe that AXA is potentially one of the best major legacy insurers in Europe....we consider the stock to be fairly valued at (euro)172 per share but we anticipate that there could be a significant rerating to around (euro)200 should the group significantly change its strategy." Market performer ----------------------------------Societe Generale ----------------------------------Jean-Christian Huard 8/31/2000 (euro)165 6.19, 26.6x (euro)170-(euro)190 "Both of these deals should improve the group's profitability. Furthermore, with DLJ gone, the group is only in one business financial protection - and offers a more attractive profile, justifying a significantly higher valuation. Life business is being reinforced in the US and the most volatile business is being sold." Buy

Recommendation

Outperform ----------------------------------BNP Paribas(1) ----------------------------------Jacques, D., Fossart, T. 8/31/2000 (euro)165 5.95, 26.3x (euro)200 "In terms of valuations, two elements are contributing to lowering risk: 1/ the lower volatility of results linked to the divestiture of DLJ; 2/ the reinforcement of the group according the strong segment of life insurance and asset management in the US."

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

Recommendation

Buy

AXA GROUP Analyst Quotations: AXA Group (Cont'd) ================================================================================

----------------------------------Smith Barney ----------------------------------Brian Shea, Kimberly Shapiro Latest Report Price 2000 EPS, P/E Target Price Comments 9/13/2000 (euro)167 5.63, 29.6x (euro)175 "While remaining long-term supporters of the company and the stock, we are somewhat nervous about the short term performance ahead of results."

--------------------------------JP Morgan --------------------------------Huttner, M. et al

Analyst

9/4/2000 (euro)170 5.40, 31.4x (euro)200 "We believe that AXA is potentially one of the best major legacy insurers in Europe....we consider the stock to be fairly valued at (euro)172 per share but we anticipate that there could be a significant rerating to around (euro)200 should the group significantly change its strategy." Market performer ----------------------------------Societe Generale ----------------------------------Jean-Christian Huard 8/31/2000 (euro)165 6.19, 26.6x (euro)170-(euro)190 "Both of these deals should improve the group's profitability. Furthermore, with DLJ gone, the group is only in one business financial protection - and offers a more attractive profile, justifying a significantly higher valuation. Life business is being reinforced in the US and the most volatile business is being sold." Buy

Recommendation

Outperform ----------------------------------BNP Paribas(1) ----------------------------------Jacques, D., Fossart, T. 8/31/2000 (euro)165 5.95, 26.3x (euro)200 "In terms of valuations, two elements are contributing to lowering risk: 1/ the lower volatility of results linked to the divestiture of DLJ; 2/ the reinforcement of the group according the strong segment of life insurance and asset management in the US."

Analyst Latest Report Price 2000 EPS, P/E Target Price Comments

Recommendation

Buy

(1) Translated from a French report.
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-55- PREMIER INVESTMENT BANKING

EXHIBIT 99.19 PRO FORMA IMPACT OF FIONA MINORITY INTEREST ON ANNA ASSUMES EMMA SELLS CS STOCK AND REINVESTS PROCEEDS AT 7.5%
At an AXA ADS of $79.00 on 8/29/2000 -----------------------Initial Bid $53.50 -----------------------2000 2001 -----------------------$ 2.66 $ 3.11 At an AXA ADS price of $67.25 on 9/28/2000 ---------------------------------------------------Scenario 1 Scenario 2 Scenario 3 $58.20 $55.00 $54.22 -----------------------------------------2000 2001 2000 2001 2000 2 -----------------------------------------$ 2.66 $ 3.11 $ 2.66 $ 3.11 $ 2.66 $

Anna Base Case EPS EPS After Samantha and Diana Transactions Diana and Samantha Accretion/(Dilution) EPS Post Fiona Buy-In

2.34

2.78

2.34

2.7

8

2.34

2.78

2.34

(11.8)% 2.30

(10.6)% 2.76

(11.8)% 2.22

(10.6)% 2.68

(11.8)% 2.27

(10.6)% 2.74

(11.8)% 2.25

(1

--------------------------------------------------------------------------------------------------------Fiona Buy-In Incremental Accretion/(Dilution) (1.9)% (0.6)% (5.4)% (3.6)% (2.9)% (1.5)% (3.8)% ( --------------------------------------------------------------------------------------------------------Total Transactions Accretion/(Dilution) CASH ANALYSIS EPS Post Fiona Buy-In Fiona Buy-In Incremental Accretion/(Dilution) Total Transactions Accretion/(Dilution) 2.42 2.89 2.37 2.83 2.41 2.87 2.40

(13.5)%

(11.2)%

(16.6)%

(13.8)%

(14.4)%

(11.9)%

(15.2)%

(1

3.4%

3.9%

1.1%

1.8%

2.7%

3.3%

2.5%

(8.8)%

(7.1)%

(10.9)%

(8.9)%

(9.4)%

(7.7)%

(9.6)%

(

ASSUMPTIONS AND NOTES Fiona minority interest is currently 172.1 shares, 40.3% of fully diluted shares outstanding. Buyout includes conversion of options calculated using treasury method. Fiona earnings estimates reflect the acquisition of Samantha and the sale of Diana. Anna share price is $67.25 and market capitalization is $52.9 billion as of 9/28/2000. 40% of Goodwill written off to equity under French GAAP. Financial informtation as of 6/30/2000.

BLENDED MULTIPLE VALUATION
Fiona Blended 2001E P/E Multiple (a) 15.5 x -------------------------------IMPLIED PREMIA AT -------------------------------$50.30(b) $53.50 $57.00 $60.00 ------------$50.30(

IMPLIED PRICE ------------Fiona EPS --------Pre-Diana (c) $ 3.30 Post-Diana (Assumes Emma Holds Stock) $ 2.63

$ 51.31

(2.0)%

4.3%

11.1%

16.9%

15.2x

$ 40.80

23.3

31.1

39.7

47.1

19.1

EXHIBIT 99.19 PRO FORMA IMPACT OF FIONA MINORITY INTEREST ON ANNA ASSUMES EMMA SELLS CS STOCK AND REINVESTS PROCEEDS AT 7.5%
At an AXA ADS of $79.00 on 8/29/2000 -----------------------Initial Bid $53.50 -----------------------2000 2001 -----------------------$ 2.66 $ 3.11 At an AXA ADS price of $67.25 on 9/28/2000 ---------------------------------------------------Scenario 1 Scenario 2 Scenario 3 $58.20 $55.00 $54.22 -----------------------------------------2000 2001 2000 2001 2000 2 -----------------------------------------$ 2.66 $ 3.11 $ 2.66 $ 3.11 $ 2.66 $

Anna Base Case EPS EPS After Samantha and Diana Transactions Diana and Samantha Accretion/(Dilution) EPS Post Fiona Buy-In

2.34

2.78

2.34

2.7

8

2.34

2.78

2.34

(11.8)% 2.30

(10.6)% 2.76

(11.8)% 2.22

(10.6)% 2.68

(11.8)% 2.27

(10.6)% 2.74

(11.8)% 2.25

(1

--------------------------------------------------------------------------------------------------------Fiona Buy-In Incremental Accretion/(Dilution) (1.9)% (0.6)% (5.4)% (3.6)% (2.9)% (1.5)% (3.8)% ( --------------------------------------------------------------------------------------------------------Total Transactions Accretion/(Dilution) CASH ANALYSIS EPS Post Fiona Buy-In Fiona Buy-In Incremental Accretion/(Dilution) Total Transactions Accretion/(Dilution) 2.42 2.89 2.37 2.83 2.41 2.87 2.40

(13.5)%

(11.2)%

(16.6)%

(13.8)%

(14.4)%

(11.9)%

(15.2)%

(1

3.4%

3.9%

1.1%

1.8%

2.7%

3.3%

2.5%

(8.8)%

(7.1)%

(10.9)%

(8.9)%

(9.4)%

(7.7)%

(9.6)%

(

ASSUMPTIONS AND NOTES Fiona minority interest is currently 172.1 shares, 40.3% of fully diluted shares outstanding. Buyout includes conversion of options calculated using treasury method. Fiona earnings estimates reflect the acquisition of Samantha and the sale of Diana. Anna share price is $67.25 and market capitalization is $52.9 billion as of 9/28/2000. 40% of Goodwill written off to equity under French GAAP. Financial informtation as of 6/30/2000.

BLENDED MULTIPLE VALUATION
Fiona Blended 2001E P/E Multiple (a) 15.5 x -------------------------------IMPLIED PREMIA AT -------------------------------$50.30(b) $53.50 $57.00 $60.00 ------------$50.30(

IMPLIED PRICE ------------Fiona EPS --------Pre-Diana (c) $ 3.30 Post-Diana (Assumes Emma Holds Stock) $ 2.63 Post-Diana (Stock Proceeds Reinvested @ 7.5%) $ 2.82

$ 51.31

(2.0)%

4.3%

11.1%

16.9%

15.2x

$ 40.80

23.3

31.1

39.7

47.1

19.1

$ 43.86

14.7

22.0

30.0

36.8

17.8

Post-Diana (Stock Proceeds Reinvested) Less Credit Losses (d) $ 2.76 $ 42.81

17.5

25.0

33.1

40.2

18.2

BLENDED MULTIPLE VALUATION
Fiona Blended 2001E P/E Multiple (a) 15.5 x -------------------------------IMPLIED PREMIA AT -------------------------------$50.30(b) $53.50 $57.00 $60.00 ------------$50.30(

IMPLIED PRICE ------------Fiona EPS --------Pre-Diana (c) $ 3.30 Post-Diana (Assumes Emma Holds Stock) $ 2.63 Post-Diana (Stock Proceeds Reinvested @ 7.5%) $ 2.82

$ 51.31

(2.0)%

4.3%

11.1%

16.9%

15.2x

$ 40.80

23.3

31.1

39.7

47.1

19.1

$ 43.86

14.7

22.0

30.0

36.8

17.8

Post-Diana (Stock Proceeds Reinvested) Less Credit Losses (d) $ 2.76 $ 42.81

17.5 25.0 33.1 40.2 --------------------------------

18.2 -------

(a) Assumes 70% Insurance (J-P Multiple of 14.3x) and 30% Asset Management (Median multiple of 18.4x). (b) Value of Fiona offer at September 27, 2000 given Anna Price of $67.19 (c) IBES median estimate. (d) Assumes Fiona gives up after tax investment income of $29mm on $600mm of capital due to credit issues.

PRO FORMA IMPACT ON FIONA OF DIANA SALE ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
2000E $ 1,291 (441.7) 44.8 66.6 ------$ 960.3 ------437.8 2001E 1,449 (457.5) 44.8 69.2 --------$ 1,105.4 --------$ 433.0

Base case net income Less: Diana earnings Plus: interest on cash proceeds Plus: dividends on stock proceeds Pro forma net income

Weighted average FD shares out.

---------------------------------------------------------------------Pro forma FD EPS $ 2.19 $ 2.55 Base case EPS $ 2.95 $ 3.35 Accretion / (Dilution) (25.6)% (23.7)% ----------------------------------------------------------------------

Notes and Assumptions Earnings estimates from GS Research $0.90 per share dividends paid on ADRs received by Fiona; grown at 4% in 2001 (approximate annual growth in last 5 years). 7.5% pre-tax return on cash proceeds from Diana sale.

FIONA VALUATION BY PARTS - METHOD 1 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
2000E Segment Earnings (a) ------------P/E Range --------Valuation of Fiona Segments --------------

PRO FORMA IMPACT ON FIONA OF DIANA SALE ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
2000E $ 1,291 (441.7) 44.8 66.6 ------$ 960.3 ------437.8 2001E 1,449 (457.5) 44.8 69.2 --------$ 1,105.4 --------$ 433.0

Base case net income Less: Diana earnings Plus: interest on cash proceeds Plus: dividends on stock proceeds Pro forma net income

Weighted average FD shares out.

---------------------------------------------------------------------Pro forma FD EPS $ 2.19 $ 2.55 Base case EPS $ 2.95 $ 3.35 Accretion / (Dilution) (25.6)% (23.7)% ----------------------------------------------------------------------

Notes and Assumptions Earnings estimates from GS Research $0.90 per share dividends paid on ADRs received by Fiona; grown at 4% in 2001 (approximate annual growth in last 5 years). 7.5% pre-tax return on cash proceeds from Diana sale.

FIONA VALUATION BY PARTS - METHOD 1 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
2000E Segment Earnings (a) ------------$ 389 442 682 (112) (83) ------$ 1,317 P/E Range --------13.0 x - 17.0 x (c) 7.0 x - 11.0 x (c) 10.0 x - 13.0 x (c) 9.9 x 13.4 x (d) 9.9 x - 13.4 x (d) -------------9.9 x - 13.4 x Valuation of Fiona Segments -------------$ 5,056 - $ 6,612 3,092 4,859 6,820 8,866 (1,107) (1,504) (825) (1,121) ----------- -------$ 13,036 - $ 17,711

Alexandra Diana Emma Alexandra corporate exp. Corporate and other (e) Total

(a) Earnings and overhead estimatesoderived from GS Research. Alexandra estimate pro forma for Samantha acquisition. (b) Fiona shares outstanding equal to 433.4 million, from IBES estimates. (c) P/E range of selected comparable companies in the industry. (d) Weighted average of Alexandra, Diana and Emma multiples. (e) Estimated preferred stock and option adjustments. Includes interest expense associated with Samantha acquisition.

FIONA VALUATION BY PARTS - METHOD 2 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
P/E Range --------15.9 x Valuation of Fiona Segments ------------------$ 6,180 $ 6,180 Per Fiona Shar -------------$ 14.26 $ 1

Alexandra (a)

FIONA VALUATION BY PARTS - METHOD 1 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
2000E Segment Earnings (a) ------------$ 389 442 682 (112) (83) ------$ 1,317 P/E Range --------13.0 x - 17.0 x (c) 7.0 x - 11.0 x (c) 10.0 x - 13.0 x (c) 9.9 x 13.4 x (d) 9.9 x - 13.4 x (d) -------------9.9 x - 13.4 x Valuation of Fiona Segments -------------$ 5,056 - $ 6,612 3,092 4,859 6,820 8,866 (1,107) (1,504) (825) (1,121) ----------- -------$ 13,036 - $ 17,711

Alexandra Diana Emma Alexandra corporate exp. Corporate and other (e) Total

(a) Earnings and overhead estimatesoderived from GS Research. Alexandra estimate pro forma for Samantha acquisition. (b) Fiona shares outstanding equal to 433.4 million, from IBES estimates. (c) P/E range of selected comparable companies in the industry. (d) Weighted average of Alexandra, Diana and Emma multiples. (e) Estimated preferred stock and option adjustments. Includes interest expense associated with Samantha acquisition.

FIONA VALUATION BY PARTS - METHOD 2 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
P/E Range --------15.9 x 9.1 x 10.0 x - 13.0 x 12.0 x 13.2 x 12.0 x - 13.2 x Valuation of Fiona Segments ------------------$ 6,180 $ 6,180 3,731 3,731 6,820 8,866 (1,341)(1,475) (1,000)(1,100) ----------------$ 14,391 $ 16,202 Per Fiona Shar -------------$ 14.26 $ 1 8.61 15.74 2 (3.09) ( (2.31) ( -----------$ 33.21 $ 3

Alexandra (a) Diana Emma Alexandra corporate exp. Corporate (b) Total

(c) (c)

(a) Pro forma for Samantha acquisition. (b) Estimated preferred stock and option adjustments. Includes interest expense associated with Samantha acquisition. (c) Weighted average of Alexandra, Diana and Emma multiples.

SUMMARY OF MINORITY BUY-IN TRANSACTIONS MEDIAN DATA FOR FINAL PRICE
Final premium to 1-day prior to ann. ------------------50 - 90% EXISTING SHAREHOLDERS Financial Institutions (13) Non-Financial Institutions (65) All Industries (82) Cash (63) Stock (22) 18.6 % 20.9 20.4 24.9 % 11.9 27.1 % 23.8 23.8 28.8 % 16.0 21.9 % 28.6 26.1 32.0 % 25.3 Final premium to 1-month avg. ---------------Final premium to 1-year avg. ----------------

FIONA VALUATION BY PARTS - METHOD 2 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 6/22/2000 $ 36.81
P/E Range --------15.9 x 9.1 x 10.0 x - 13.0 x 12.0 x 13.2 x 12.0 x - 13.2 x Valuation of Fiona Segments ------------------$ 6,180 $ 6,180 3,731 3,731 6,820 8,866 (1,341)(1,475) (1,000)(1,100) ----------------$ 14,391 $ 16,202 Per Fiona Shar -------------$ 14.26 $ 1 8.61 15.74 2 (3.09) ( (2.31) ( -----------$ 33.21 $ 3

Alexandra (a) Diana Emma Alexandra corporate exp. Corporate (b) Total

(c) (c)

(a) Pro forma for Samantha acquisition. (b) Estimated preferred stock and option adjustments. Includes interest expense associated with Samantha acquisition. (c) Weighted average of Alexandra, Diana and Emma multiples.

SUMMARY OF MINORITY BUY-IN TRANSACTIONS MEDIAN DATA FOR FINAL PRICE
Final premium to 1-day prior to ann. ------------------50 - 90% EXISTING SHAREHOLDERS Financial Institutions (13) Non-Financial Institutions (65) All Industries (82) Cash (63) Stock (22) Domestic (62) Foreign (16) Deals > $1 Bn. (9) 18.6 % 20.9 20.4 24.9 % 11.9 19.6 % 22.1 18.6 % 27.1 % 23.8 23.8 28.8 % 16.0 23.7 % 29.0 23.8 % 21.9 % 28.6 26.1 32.0 % 25.3 25.5 % 38.7 30.9 % Final premium to 1-month avg. ---------------Final premium to 1-year avg. ----------------

Notes Source: SDC. All market data prior to announcement. ( ) Denotes the number of transactions. Dual cash-stock transactions counted in both categories.

COMPARISON OF SELECTED BUYOUTS BY 40-50% EXISTING SHAREHOLDERS
---------------------------------------------------------------------------------------------------------

DATE ACQUIROR ACQUIROR EFFECTIVE TARGET NAME ACQUIROR NAME INDUSTRY SECTOR NATION --------------------------------------------------------------------------------------------------------08/09/1995 Arcadian Partners Arcadian Corp Chemicals U.S. 08/31/1995 CCP Insurance 11/28/1995 Applied Immune Sciences 05/31/1996 Charter Bancshares Conseco Rhone-Poulenc Rorer NationsBank Insurance Drugs Banks U.S. U.S. U.S.

SUMMARY OF MINORITY BUY-IN TRANSACTIONS MEDIAN DATA FOR FINAL PRICE
Final premium to 1-day prior to ann. ------------------50 - 90% EXISTING SHAREHOLDERS Financial Institutions (13) Non-Financial Institutions (65) All Industries (82) Cash (63) Stock (22) Domestic (62) Foreign (16) Deals > $1 Bn. (9) 18.6 % 20.9 20.4 24.9 % 11.9 19.6 % 22.1 18.6 % 27.1 % 23.8 23.8 28.8 % 16.0 23.7 % 29.0 23.8 % 21.9 % 28.6 26.1 32.0 % 25.3 25.5 % 38.7 30.9 % Final premium to 1-month avg. ---------------Final premium to 1-year avg. ----------------

Notes Source: SDC. All market data prior to announcement. ( ) Denotes the number of transactions. Dual cash-stock transactions counted in both categories.

COMPARISON OF SELECTED BUYOUTS BY 40-50% EXISTING SHAREHOLDERS
---------------------------------------------------------------------------------------------------------

DATE ACQUIROR ACQUIROR EFFECTIVE TARGET NAME ACQUIROR NAME INDUSTRY SECTOR NATION --------------------------------------------------------------------------------------------------------08/09/1995 Arcadian Partners Arcadian Corp Chemicals U.S. 08/31/1995 11/28/1995 05/31/1996 07/03/1996 11/13/1996 08/12/1997 CCP Insurance Applied Immune Sciences Charter Bancshares Guaranty National Calgene AST Research Conseco Rhone-Poulenc Rorer NationsBank Orion Capital Monsanto Samsung Electronics Restaurant Rexel SA American General Insurance Drugs Banks Insurance Chemicals Communications Equip. Retail Trade Wholesale Trade Insurance U.S. U.S. U.S. U.S. U.S. Korea U.S. France U.S.

12/23/1997 Perkins Family Restaurant 12/29/1997 Rexel 02/25/1998 Western National

12/31/1997 Air & Water Technologies 06/24/1998 Ticketmaster Group

Cie Generale des Eaux HSN

Electric, Gas, and Water Radio and Television

France U.S.

01/29/1998 04/23/1999 03/01/1999 07/28/1999 pending

Keebler Foods Brylane ExecuStay VWR Scientific Products Digital Link

Flowers Industries Pinault-Printemps Redoute Marriott International Merck Investor Group

Food Retail Trade Hotels and Casinos Drugs Investment & Commodity

U.S. France U.S. Germany U.S.

02/09/2000 Trigen Energy

Elyo

Business Services

France

COMPARISON OF SELECTED BUYOUTS BY 40-50% EXISTING SHAREHOLDERS
---------------------------------------------------------------------------------------------------------

DATE ACQUIROR ACQUIROR EFFECTIVE TARGET NAME ACQUIROR NAME INDUSTRY SECTOR NATION --------------------------------------------------------------------------------------------------------08/09/1995 Arcadian Partners Arcadian Corp Chemicals U.S. 08/31/1995 11/28/1995 05/31/1996 07/03/1996 11/13/1996 08/12/1997 CCP Insurance Applied Immune Sciences Charter Bancshares Guaranty National Calgene AST Research Conseco Rhone-Poulenc Rorer NationsBank Orion Capital Monsanto Samsung Electronics Restaurant Rexel SA American General Insurance Drugs Banks Insurance Chemicals Communications Equip. Retail Trade Wholesale Trade Insurance U.S. U.S. U.S. U.S. U.S. Korea U.S. France U.S.

12/23/1997 Perkins Family Restaurant 12/29/1997 Rexel 02/25/1998 Western National

12/31/1997 Air & Water Technologies 06/24/1998 Ticketmaster Group

Cie Generale des Eaux HSN

Electric, Gas, and Water Radio and Television

France U.S.

01/29/1998 04/23/1999 03/01/1999 07/28/1999 pending

Keebler Foods Brylane ExecuStay VWR Scientific Products Digital Link

Flowers Industries Pinault-Printemps Redoute Marriott International Merck Investor Group

Food Retail Trade Hotels and Casinos Drugs Investment & Commodity

U.S. France U.S. Germany U.S.

02/09/2000 Trigen Energy

Elyo

Business Services

France

--------------------------------------------------------------------------------------------------------PREMIUM FINAL PREMIUM TO TO 1 DAY PREMIUM TO PREMIUM TO FINAL PRICE PR/SH INITIAL BID PRIOR TO 1 MONTH 1 YEAR AVG. AS % OF 52CONSIDERATION ($) PRICE (%) ANN. (%) AVERAGE (%) (%) WEEK HIGH OFFERED --------------------------------------------------------------------------------------------------------29.00 11.5 17.2 23.5 21.5 110.5 Convert. Preferred 23.25 3.3 20.0 21.8 12.8 89.9 Cash 11.75 NA 67.9 49.2 95.7 100.0 Cash 25.80 NA 1.2 19.1 55.9 99.2 Common Stock 18.50 NA 15.6 18.6 16.5 97.4 Cash 8.00 NA 64.1 50.4 32.9 98.5 Cash 5.40 NA 16.8 12.9 (4.6) 63.5 Cash Liabilities 14.00 7.7 28.7 29.3 10.6 94.1 Cash 22.50 15.4 19.2 24.8 35.1 108.1 Cash 30.82 NA 9.6 11.8 33.6 105.4 Cash Common Stock NA 29.70 NA 18.8 NA 32.0 NA 34.9 NA 96.7 NA 123.1 Preferred Stock Common Stock

27.60 24.50 14.00 37.00 10.30

NA 22.5 NA NA NA

NA 45.2 3.2 32.7 25.8

2.9 61.7 12.6 32.0 28.6

2.9 (40.5) 26.1 50.2 59.1

102.2 40.1 98.2 115.2 84.9

Cash Cash Cash Cash Cash

23.50

NA

38.2

35.5

34.3

97.2

Cash

---------------------------------------------------------------------------------Median 13.5 22.9 24.8 32.9 98.5 Mean 13.2 27.3 27.6 31.7 95.7 High 22.5 67.9 61.7 96.7 123.1 Low 3.3 1.2 2.9 (40.5) 40.1 ----------------------------------------------------------------------------------

BLENDED MULTIPLE VALUATION
Fiona Blended 2001E P/E Multiple(a) 15.5x Implied Price ------------Fiona EPS Pre-Diana (c) $ 3.30 $50.30(b) $ 51.31 (2.0)% Implied Premia at ----------------$53.50 $57.00 $60.00 4.3% 11.1% 16.9%

$50.30(b) 15.2x

Post-Diana (Assumes Emma Holds Stock) $ 2.63 $ 40.80 Post-Diana (Stock Proceeds Reinvested @ 7.5%) $ 2.82 $ 43.86 Post-Diana (Stock Proceeds Reinvested) Less Credit Losses(l) $ 2.76 $ 42.81

23.3

31.1

39.7

47.1

19.1

14.7

22.0

30.0

36.8

17.8

17.5

25.0

33.1

40.2

18.2

(a) Assumes 70% Insurance (J-P Multiple of 14.3x) and 30% Asset Management (Median multiple of 18.4x). (b) Value of Fiona offer at September 27, 2000 given Anna Price of $67.19 (c) IBES median estimate. (d) Assumes Fiona gives up after tax investment income of $29mm on $600mm of capital due to credit issues.

[FORM OF] EXHIBIT 99.20 THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE OFFER IS MADE SOLELY BY THE PROSPECTUS DATED NOVEMBER 21, 2000 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE OFFERORS ARE NOT AWARE OF ANY STATE WHERE THE MAKING OF THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT TO ANY VALID STATE STATUTE. IF THE OFFERORS BECOME AWARE OF ANY VALID STATE STATUTE PROHIBITING THE MAKING OF THE OFFER OR THE ACCEPTANCE OF THE SHARES PURSUANT THERETO, THE OFFERORS SHALL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH STATUTE OR SEEK TO HAVE SUCH STATUTE DECLARED INAPPLICABLE TO THE OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, THE OFFERORS CANNOT COMPLY WITH ANY SUCH STATE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN SUCH STATE. IN JURISDICTIONS WHOSE LAWS REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE OFFERORS' BEHALF BY GOLDMAN, SACHS & CO. (THE "DEALER MANAGER") OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NOTICE OF OFFER TO EXCHANGE

BLENDED MULTIPLE VALUATION
Fiona Blended 2001E P/E Multiple(a) 15.5x Implied Price ------------Fiona EPS Pre-Diana (c) $ 3.30 $50.30(b) $ 51.31 (2.0)% Implied Premia at ----------------$53.50 $57.00 $60.00 4.3% 11.1% 16.9%

$50.30(b) 15.2x

Post-Diana (Assumes Emma Holds Stock) $ 2.63 $ 40.80 Post-Diana (Stock Proceeds Reinvested @ 7.5%) $ 2.82 $ 43.86 Post-Diana (Stock Proceeds Reinvested) Less Credit Losses(l) $ 2.76 $ 42.81

23.3

31.1

39.7

47.1

19.1

14.7

22.0

30.0

36.8

17.8

17.5

25.0

33.1

40.2

18.2

(a) Assumes 70% Insurance (J-P Multiple of 14.3x) and 30% Asset Management (Median multiple of 18.4x). (b) Value of Fiona offer at September 27, 2000 given Anna Price of $67.19 (c) IBES median estimate. (d) Assumes Fiona gives up after tax investment income of $29mm on $600mm of capital due to credit issues.

[FORM OF] EXHIBIT 99.20 THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE OFFER IS MADE SOLELY BY THE PROSPECTUS DATED NOVEMBER 21, 2000 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE OFFERORS ARE NOT AWARE OF ANY STATE WHERE THE MAKING OF THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT TO ANY VALID STATE STATUTE. IF THE OFFERORS BECOME AWARE OF ANY VALID STATE STATUTE PROHIBITING THE MAKING OF THE OFFER OR THE ACCEPTANCE OF THE SHARES PURSUANT THERETO, THE OFFERORS SHALL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH STATUTE OR SEEK TO HAVE SUCH STATUTE DECLARED INAPPLICABLE TO THE OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, THE OFFERORS CANNOT COMPLY WITH ANY SUCH STATE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN SUCH STATE. IN JURISDICTIONS WHOSE LAWS REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE OFFERORS' BEHALF BY GOLDMAN, SACHS & CO. (THE "DEALER MANAGER") OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NOTICE OF OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND BY AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), are jointly offering

[FORM OF] EXHIBIT 99.20 THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE OFFER IS MADE SOLELY BY THE PROSPECTUS DATED NOVEMBER 21, 2000 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE OFFERORS ARE NOT AWARE OF ANY STATE WHERE THE MAKING OF THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT TO ANY VALID STATE STATUTE. IF THE OFFERORS BECOME AWARE OF ANY VALID STATE STATUTE PROHIBITING THE MAKING OF THE OFFER OR THE ACCEPTANCE OF THE SHARES PURSUANT THERETO, THE OFFERORS SHALL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH STATUTE OR SEEK TO HAVE SUCH STATUTE DECLARED INAPPLICABLE TO THE OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, THE OFFERORS CANNOT COMPLY WITH ANY SUCH STATE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN SUCH STATE. IN JURISDICTIONS WHOSE LAWS REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE OFFERORS' BEHALF BY GOLDMAN, SACHS & CO. (THE "DEALER MANAGER") OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NOTICE OF OFFER TO EXCHANGE ALL OUTSTANDING SHARES OF COMMON STOCK OF AXA FINANCIAL, INC. FOR 0.295 OF AN AMERICAN DEPOSITARY SHARE OF AXA AND $35.75 NET TO SELLER IN CASH PER SHARE BY AXA AND BY AXA MERGER CORP. A WHOLLY OWNED SUBSIDIARY OF AXA AXA, a societe anonyme organized under the laws of France, and AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), are jointly offering to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of AXA Financial, Inc. (the "Company"), for consideration per Share consisting of 0.295 of an American depositary share of AXA ("AXA ADS") plus $35.75 net to the seller in cash, without interest (such consideration or any greater amount of consideration given per Share pursuant to the Offer, the "per share merger consideration"), upon the terms and subject to the conditions set forth in the Prospectus dated November 21, 2000 (the "Prospectus") and in the related Letter of Transmittal (which together, as amended or supplemented from time to time, constitute the "Offer"). Shares held by AXA or its subsidiaries will not be exchanged pursuant to this Offer. The Offer is a joint exchange offer by the Offerors to exchange all Shares tendered pursuant to the Offer for AXA ADSs and cash. Following the consummation of the Offer, the Offerors intend to effect the Merger as defined and described below. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED OR ON ANY FINANCING ARRANGEMENTS. THE OFFER IS SUBJECT TO OTHER TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of October 17, 2000 (the "Merger Agreement") among AXA, Merger Sub and the Company. Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Merger Agreement will be approved and adopted by a majority of the shareholders of the Company by written consent. Merger Sub will then be merged with and into the Company (the "Merger") in

accordance with the applicable provisions of the General Corporation Law of the State of Delaware. Following the Merger, the Company shall be the surviving corporation and the separate existence of Merger Sub shall cease. At the effective time of the Merger, each issued and outstanding Share (other than (i) Shares owned (or held in the Company's treasury) by the Company or Merger Sub and (ii) Shares owned directly or indirectly by AXA) will be converted into the right to receive the per share merger consideration, subject to appraisal rights available under Delaware law. No fractional AXA ADSs will be issued pursuant to the Offer. Holders of Shares to be exchanged will receive cash in lieu of any such fractional AXA ADSs. The Board of Directors of the Company, based upon, among other things, the unanimous recommendation of a Special Committee of independent directors of the Company, (a) unanimously determined that the terms of each of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company's stockholders (other than AXA and its affiliates), (b) unanimously approved the Merger Agreement and the transactions contemplated thereby and declared the advisability of the Merger Agreement, and (c) unanimously recommends that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer and, if applicable, adopt the Merger Agreement.

For purposes of the Offer, the Offerors will be deemed to have accepted for exchange, and thereby exchanged, Shares validly tendered and not withdrawn if, as and when the Offerors give oral followed by written notice to First Chicago Trust Company of New York (the "Exchange Agent") of their acceptance for exchange of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted pursuant to the Offer will be made by deposit of the consideration therefor with the Exchange Agent, which will act as agent for tendering stockholders whose Shares have been accepted for exchange. Under no circumstances will interest on the consideration to be issued in exchange for Shares be paid by the Offerors, regardless of any delay in delivering such consideration. In all cases, consideration will be issued in exchange for Shares tendered pursuant to the Offer only after timely receipt by the Exchange Agent of (i) certificates for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Exchange Agent's account at The Depositary Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in the Prospectus) in the case of a book-entry transfer and (iii) any other documents required by the Letter of Transmittal. The transaction is a taxable transaction for U.S. Federal income tax purposes. The Merger will be accounted for by AXA using the purchase method of accounting in accordance with French GAAP and U.S. GAAP. The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on December 22, 2000, unless and until the Offerors (in accordance with the terms of the Merger Agreement) shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as so extended by the Offerors, shall expire. Any such extension will be followed by public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares except for during any subsequent offering period pursuant to Rule 14d-11 under the Exchange Act. Without limiting the manner in which the Offerors may choose to make any public announcement, the Offerors will have no obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release to the Dow Jones News Service or otherwise as may be required by applicable law. Tenders of Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for exchange pursuant to the Offer, may also be withdrawn at any time after January 25, 2001, except for an extension pursuant to Rule 14d-11 under the Exchange Act. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth in the Prospectus. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If certificates evidencing such Shares to be withdrawn have been delivered or otherwise identified to the Exchange Agent, then, prior to the physical release of such certificates, the

For purposes of the Offer, the Offerors will be deemed to have accepted for exchange, and thereby exchanged, Shares validly tendered and not withdrawn if, as and when the Offerors give oral followed by written notice to First Chicago Trust Company of New York (the "Exchange Agent") of their acceptance for exchange of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted pursuant to the Offer will be made by deposit of the consideration therefor with the Exchange Agent, which will act as agent for tendering stockholders whose Shares have been accepted for exchange. Under no circumstances will interest on the consideration to be issued in exchange for Shares be paid by the Offerors, regardless of any delay in delivering such consideration. In all cases, consideration will be issued in exchange for Shares tendered pursuant to the Offer only after timely receipt by the Exchange Agent of (i) certificates for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Exchange Agent's account at The Depositary Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in the Prospectus) in the case of a book-entry transfer and (iii) any other documents required by the Letter of Transmittal. The transaction is a taxable transaction for U.S. Federal income tax purposes. The Merger will be accounted for by AXA using the purchase method of accounting in accordance with French GAAP and U.S. GAAP. The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on December 22, 2000, unless and until the Offerors (in accordance with the terms of the Merger Agreement) shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as so extended by the Offerors, shall expire. Any such extension will be followed by public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares except for during any subsequent offering period pursuant to Rule 14d-11 under the Exchange Act. Without limiting the manner in which the Offerors may choose to make any public announcement, the Offerors will have no obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release to the Dow Jones News Service or otherwise as may be required by applicable law. Tenders of Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for exchange pursuant to the Offer, may also be withdrawn at any time after January 25, 2001, except for an extension pursuant to Rule 14d-11 under the Exchange Act. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth in the Prospectus. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If certificates evidencing such Shares to be withdrawn have been delivered or otherwise identified to the Exchange Agent, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Exchange Agent. In addition, unless such Shares have been tendered for the account of an Eligible Institution, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Prospectus). However, withdrawn Shares may be re-tendered by again following one of the procedures described in the section "THE EXCHANGE OFFER-Procedure for Tendering" of the Prospectus at any time prior to the Expiration Date or during the subsequent offering period below. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offerors, in their sole discretion, whose determination will be final and binding on all parties. Subject to the terms of the Merger Agreement, AXA and Merger Sub have undertaken to provide a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act immediately following the expiration of the initial offering period or any extension of that period. Rule 14d-11 under the Exchange Act provides that a subsequent offering period must have a duration of at least 3 and up to 20 business days. It is expected that the subsequent offering period will, pursuant to the Merger Agreement, terminate on December 31, 2000. If the initial offering period is extended up to a date which is less than 3 business days prior to the end of 2000 or if the Merger is consummated within less than 3 business days from the consummation of the Offer, no subsequent period will be provided.

The information required to be disclosed by Rule 13e-3(e)(1) and Rule 14d-6(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Prospectus and is incorporated herein by reference. 2

The Prospectus, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the Company's stockholder lists and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares. THE PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Documents filed with the SEC by the Offerors relating to the Offer can be obtained from the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, Telephone: (202) 942-8090, Fax: (202) 628-9001, Email: publicinfo@sec.gov and (other than certain exhibits) are available free of charge from the General Counsel, AXA, 21 Avenue Matignon, 75008 Paris, Telephone No.: 011-33-1-40-75-72-00. Questions and requests for assistance or copies of the Prospectus, the Letter of Transmittal and other exchange offer documents may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. No fees or commissions will be paid to brokers, dealers or other persons (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer. THE INFORMATION AGENT FOR THE OFFER IS: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (866) 678-2293 THE DEALER MANAGER FOR THE OFFER IS: GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 (212) 902-1000 (Call Collect) (800) 323-5678 (Call Toll Free)

EXHIBIT 99.21 FREE TRANSLATION FROM FRENCH ORIGINAL
LAZARD BNP PARIBAS

STRICTLY CONFIDENTIAL

October 16, 2000 AXA 25 Avenue Matignon 75008 Paris

The Prospectus, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the Company's stockholder lists and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares. THE PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Documents filed with the SEC by the Offerors relating to the Offer can be obtained from the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, Telephone: (202) 942-8090, Fax: (202) 628-9001, Email: publicinfo@sec.gov and (other than certain exhibits) are available free of charge from the General Counsel, AXA, 21 Avenue Matignon, 75008 Paris, Telephone No.: 011-33-1-40-75-72-00. Questions and requests for assistance or copies of the Prospectus, the Letter of Transmittal and other exchange offer documents may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. No fees or commissions will be paid to brokers, dealers or other persons (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer. THE INFORMATION AGENT FOR THE OFFER IS: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (866) 678-2293 THE DEALER MANAGER FOR THE OFFER IS: GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 (212) 902-1000 (Call Collect) (800) 323-5678 (Call Toll Free)

EXHIBIT 99.21 FREE TRANSLATION FROM FRENCH ORIGINAL
LAZARD BNP PARIBAS

STRICTLY CONFIDENTIAL

October 16, 2000 AXA 25 Avenue Matignon 75008 Paris

TO THE ATTENTION OF CLAUDE BEBEAR, CHAIRMAN OF THE SUPERVISORY BOARD Dear Sirs,

EXHIBIT 99.21 FREE TRANSLATION FROM FRENCH ORIGINAL
LAZARD BNP PARIBAS

STRICTLY CONFIDENTIAL

October 16, 2000 AXA 25 Avenue Matignon 75008 Paris

TO THE ATTENTION OF CLAUDE BEBEAR, CHAIRMAN OF THE SUPERVISORY BOARD Dear Sirs, Your company is currently considering an agreement with AXA Financial Inc. ("AXA Financial"), ("the Agreement") under which AXA would agree to propose the buyout of all outstanding shares in AXA Financial that it does not already own, against consideration of 0.295 AXA ADRs and a cash payment of US $35.75 for each of these shares ("the Transaction"). Pursuant to the assignment letter dated October 3, 2000, BNP Paribas and Lazard have examined the terms and conditions of the aforementioned Transaction. This purpose of this letter is to communicate the principal conclusions of this examination, and in particular the impact of the Transaction on existing AXA shareholders, to the AXA Supervisory Board or one of the Board's sub-committees. We did not have access to AXA's executive management teams or to internal documents pertaining to AXA, including those pertaining to AXA Financial and its subsidiaries. In particular, we did not have access to actuarial, accounting, contractual, audit or tax statements. Consequently, our analysis was based entirely on publicly disclosed information taken at face value, i.e. not subject to an independent audit on our part. Certain assumptions were made for the purposes of our examination; these assumptions were not discussed with AXA or AXA Financial. BNP Paribas and Lazard may not be held liable in any way for the fairness, accuracy or completeness of the information used in the preparation of this document. The income forecasts we used are based on IBES consensus data for AXA and AXA Financial. For the purposes of our analysis, we assumed that this data reflects market consensus on the earnings outlook for AXA and AXA Financial. Neither BNP Paribas nor Lazard have any opinion to express with respect to these forecasts, and may not be held liable in any way should future earnings differ from the forecasts used in our analysis. These

forecasts were not discussed with AXA, and were not compared with any internal data that may be in the possession of the AXA Group. All calculations were made on the basis of prevailing terms and conditions at the time such calculations were made, particularly with respect to accounting policies, exchange rates and tax rates, the level of various market indices, and the stock trading prices of certain companies. In addition, these calculations were made on the assumption that neither the terms of sale of Donaldson, Lufkin & Jenrette ("DLJ") nor the terms of the Transaction itself will differ from those under consideration at the present time. The buyout of AXA Financial minority interests is part of a broader strategy of the AXA Group to reduce the percentage of minority shareholders generally, as has already been accomplished in the United Kingdom and Belgium. In addition, the aim of this strategy is to strengthen AXA's equity interests in its two core businesses, i.e.

forecasts were not discussed with AXA, and were not compared with any internal data that may be in the possession of the AXA Group. All calculations were made on the basis of prevailing terms and conditions at the time such calculations were made, particularly with respect to accounting policies, exchange rates and tax rates, the level of various market indices, and the stock trading prices of certain companies. In addition, these calculations were made on the assumption that neither the terms of sale of Donaldson, Lufkin & Jenrette ("DLJ") nor the terms of the Transaction itself will differ from those under consideration at the present time. The buyout of AXA Financial minority interests is part of a broader strategy of the AXA Group to reduce the percentage of minority shareholders generally, as has already been accomplished in the United Kingdom and Belgium. In addition, the aim of this strategy is to strengthen AXA's equity interests in its two core businesses, i.e. insurance and investment management. Assuming market projections of net income, the buyout of AXA Financial minority shareholders would lead to a slight dilution in AXA's net earnings per share ("EPS") in 2001. This dilution in EPS would be offset by a reduction in the volatility of the Group's future earnings, since its equity interest in DLJ would be replaced by equity interests in the less volatile insurance and investment management businesses of AXA subsidiaries operating in the United States. AXA's cost of shareholders' equity would be expected to decrease compared with its current cost, which would offset the impact of the potential EPS dilution. These conclusions are intended for the Supervisory Board only, and may not be construed as implying any claim to earnings on the part of AXA or AXA Financial shareholders or any third party whatsoever. They may not be disclosed without the prior written consent of BNP Paribas and Lazard, unless their disclosure is necessary in the AXA prospectus issued in connection with the Transaction or otherwise required by law or regulation. They do not constitute a fairness opinion, nor shall they be construed as an independent audit. These conclusions extend only to the financial aspects of this Transaction, and have no bearing on any other aspect thereof, in particular the legal or tax aspects. They shall not be construed as a recommendation to approve the Transaction, either in principle or with respect to its terms and conditions.
Sincerely, /s/ Jean Jacques Guiony -------------------------By: Jean Jacques Guiony /s/ Alexandre Mironesco -------------------------By: Alexandre Mironesco /s/ Eric Lombard ----------------------By: Eric Lombard /s/ Pascal Quiry ----------------------By: Pascal Quiry

For Lazard

For BNP Paribas

Exhibit 99.22 CONSENT OF WASSERSTEIN PERELLA & CO., INC. We hereby consent to the use in the Registration Statement on Form F-4, and in the related Prospectus, of AXA, covering the securities of AXA to be issued in connection with the acquisition of the outstanding common stock of AXA Financial, Inc. ("AXA Financial"), of our opinion dated October 17, 2000 appearing as Annex B to such Prospectus, and to the description therein of such opinion and of our presentation to the Special Committee of the Board of Directors of AXA Financial on October 17, 2000. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term

Exhibit 99.22 CONSENT OF WASSERSTEIN PERELLA & CO., INC. We hereby consent to the use in the Registration Statement on Form F-4, and in the related Prospectus, of AXA, covering the securities of AXA to be issued in connection with the acquisition of the outstanding common stock of AXA Financial, Inc. ("AXA Financial"), of our opinion dated October 17, 2000 appearing as Annex B to such Prospectus, and to the description therein of such opinion and of our presentation to the Special Committee of the Board of Directors of AXA Financial on October 17, 2000. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act or the rules and regulations promulgated thereunder.
/s/ Wasserstein Perella & Co., Inc. WASSERSTEIN PERELLA & CO., INC. New York, New York November 21, 2000

EXHIBIT 99.23 November 21, 2000 AXA 25, Avenue Matignon 75008 Paris, France Re: Registration Statement of AXA on Form F-4 relating to the proposed offer by AXA and AXA Merger Corp. to exchange each outstanding share of AXA Financial, Inc. Common Stock for $35.75 cash and 0.295 of an AXA American Depositary Share. Ladies and Gentlemen: Reference is made to those certain financial analyses prepared by our Firm to be filed as Exhibit 99.19 to the above-referenced Registration Statement and incorporated by reference into a Combined Tender Offer Statement on Schedule TO and Rule 13e-3 Statement on Schedule 13E-3 under cover of Schedule TO ("Combined Schedule"). The foregoing analyses were provided for the information and assistance of the Management of AXA in connection with its consideration of the transaction contemplated in the above-referenced Registration Statement and are not to be used, circulated, quoted or otherwise referred to for any other purpose, nor are they to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that AXA has determined to include our analyses in the above-referenced Registration Statement and the Combined Schedule. In that regard, we hereby consent to the inclusion of the analyses as Exhibit 99.19 to, and the reference to, and descriptions of, the analyses under the captions "Summary of Financial Analysis of Goldman, Sachs & Co.," "Pro Forma analysis," "Blended multiple valuation," "Pro Forma analysis--Donaldson, Lufkin & Jenrette transaction," "Segment analysis" and "Selected buyouts analysis" in the above-mentioned Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,

EXHIBIT 99.23 November 21, 2000 AXA 25, Avenue Matignon 75008 Paris, France Re: Registration Statement of AXA on Form F-4 relating to the proposed offer by AXA and AXA Merger Corp. to exchange each outstanding share of AXA Financial, Inc. Common Stock for $35.75 cash and 0.295 of an AXA American Depositary Share. Ladies and Gentlemen: Reference is made to those certain financial analyses prepared by our Firm to be filed as Exhibit 99.19 to the above-referenced Registration Statement and incorporated by reference into a Combined Tender Offer Statement on Schedule TO and Rule 13e-3 Statement on Schedule 13E-3 under cover of Schedule TO ("Combined Schedule"). The foregoing analyses were provided for the information and assistance of the Management of AXA in connection with its consideration of the transaction contemplated in the above-referenced Registration Statement and are not to be used, circulated, quoted or otherwise referred to for any other purpose, nor are they to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that AXA has determined to include our analyses in the above-referenced Registration Statement and the Combined Schedule. In that regard, we hereby consent to the inclusion of the analyses as Exhibit 99.19 to, and the reference to, and descriptions of, the analyses under the captions "Summary of Financial Analysis of Goldman, Sachs & Co.," "Pro Forma analysis," "Blended multiple valuation," "Pro Forma analysis--Donaldson, Lufkin & Jenrette transaction," "Segment analysis" and "Selected buyouts analysis" in the above-mentioned Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,
/s/ Goldman, Sachs & Co.

Exhibit 99.24 PERSONAL AND CONFIDENTIAL November , 2000 AXA 25, avenue Matignon 75008 Paris France Re: Registration Statement on Form F-4 of AXA filed on November , 2000 Reference is made to our letter dated October 16, 2000 as to the dilutive effect of the offer and merger relating to the acquisition by AXA and AXA Merger Corp. of the minority interests in AXA Financial on the earnings per ordinary share of AXA for 2001.

Exhibit 99.24 PERSONAL AND CONFIDENTIAL November , 2000 AXA 25, avenue Matignon 75008 Paris France Re: Registration Statement on Form F-4 of AXA filed on November , 2000 Reference is made to our letter dated October 16, 2000 as to the dilutive effect of the offer and merger relating to the acquisition by AXA and AXA Merger Corp. of the minority interests in AXA Financial on the earnings per ordinary share of AXA for 2001. The foregoing letter was provided for the information and assistance of the Supervisory Board of AXA in connection with the transaction mentioned above and is not to be used, circulated, quoted or otherwise referred to for any other purpose or is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that AXA is required to file our letter as an exhibit to the above-referenced registration statement. In that regard, we hereby consent to the reference to the letter of our Firm under the caption "Special Factors-Letter of BNP Paribas and Lazard Freres to the Supervisory Board of AXA" and to the filing of the foregoing letter as an exhibit to the registration statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, (BNP PARIBAS)
/S/ ERIC LOMBARD ------------------Eric Lombard /S/ PASCAL QUIRY ------------------Pascal Quiry

Exhibit 99.25 PERSONAL AND CONFIDENTIAL November 15, 2000 AXA 25, avenue Matignon 75008 Paris France Re: Registration Statement on Form F-4 of AXA filed on November , 2000

Exhibit 99.25 PERSONAL AND CONFIDENTIAL November 15, 2000 AXA 25, avenue Matignon 75008 Paris France Re: Registration Statement on Form F-4 of AXA filed on November , 2000 Reference is made to our letter dated October 16, 2000 as to the dilutive effect of the offer and merger relating to the acquisition by AXA and AXA Merger Corp. of the minority interests in AXA Financial on the earnings per ordinary share of AXA for 2001. The foregoing letter was provided for the information and assistance of the Supervisory Board of AXA in connection with the transaction mentioned above and is not to be used, circulated, quoted or otherwise referred to for any other purpose or is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that AXA is required to file our letter as an exhibit to the above-referenced registration statement. In that regard, we hereby consent to the reference to the letter of our Firm under the caption "Special Factors-Letter of BNP Paribas and Lazard Freres to the Supervisory Board of AXA" and to the filing of the foregoing letter as an exhibit to the registration statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,
/s/ JEAN JACQUES GUIONY ----------------------Jean Jacques Guiony

/s/ ALEXANDRE MIRONESCO ----------------------Alexandre Mironesco

Lazard Freres

EXHIBIT 99.32 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------------x
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FRED BUFF, Plaintiff,

C.A. No. 18268NC

EXHIBIT 99.32 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------------x
: : : : : : : : : : : : : : : : : : : : : :

FRED BUFF, Plaintiff,

C.A. No. 18268NC

-againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H; HENRI DE CASTRIES, JEAN STEELE CHALSTY; JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H. F. HASKELL, JR. and AXA GROUP,

CLASS ACTION COMPLAINT

: Defendants. : : -------------------------------------x Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial, and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial, and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will, be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. The action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial

their successors in interest, who are being and will, be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. The action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are Common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: ABBEY GARDY & SQUITIERI LLP 212 East 39th Street New York, New York 10016 (212) 889-3700 6

EXHIBIT 99.33 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------------x
: : : : : : : : : : : :

SARAH WOLHENDLER, Plaintiff, - against CLAUDE BEBEAR, JOHN S. CHALSTY, FRANCIOSE COLLOC'H, HENRI DE CASTRIES, CLAUS MICHAEL DILL, JOSEPH L. DIONNE, JEAN-RENE FOURTOU, DONALD J. GREENE, ANTHONY J. HAMILTON, JOHN T. HARTLEY, JOHN H.F. HASKELL, JR., MICHAEL

C.A. No. 18269NC

HEGARTY, NINA HENDERSON, W. EDWIN JARMAIN, :

EXHIBIT 99.33 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------------x
: : : : : : : : : : : :

SARAH WOLHENDLER, Plaintiff, - against CLAUDE BEBEAR, JOHN S. CHALSTY, FRANCIOSE COLLOC'H, HENRI DE CASTRIES, CLAUS MICHAEL DILL, JOSEPH L. DIONNE, JEAN-RENE FOURTOU, DONALD J. GREENE, ANTHONY J. HAMILTON, JOHN T. HARTLEY, JOHN H.F. HASKELL, JR., MICHAEL

C.A. No. 18269NC

HEGARTY, NINA HENDERSON, W. EDWIN JARMAIN, : EDWARD D. MILLER, DIDIER PINEAU-VALENCIENNE, : GEORGE J. SELLA, JR., PETER J. TOBIN, DAVE H.: WILLIAMS, AXA FINANCIAL, INC. and AXA GROUP, : : Defendants. : : ---------------------------------------------x CLASS ACTION COMPLAINT Plaintiff alleges upon information and belief, except for paragraph 1 hereof, which is alleged upon knowledge, as follows: 1. Plaintiff has been the owner of shares of the common stock of AXA Financial, Inc. ("AXA" or the "Company") since prior to the transaction herein complained of and continuously to date. 2. AXA is a corporation duly organized and existing under the laws of the State of Delaware. The Company is one of the world's leading financial services companies that owns such brands as The Equitable Life Assurance Society, AXA Advisors, Equitable Distributors, Alliance Capital Management and Sanford C. Bernstein. AXA also owns a majority stake in Donaldson Lufkin & Jenrette Corporation ("DLJ"). AXA maintains its principal offices at 1290 Avenue of the Americas, New York, New York. 3. Defendant AXA Group owns or controls approximately 60% of the outstanding common stock of the Company.

4. Defendant Claude Bebear is a director of AXA and former Chief Executive Officer of AXA Group. 5. Defendant John S. Chalsty is a Director of the Company and Chairman of DLJ. 6. Defendant Francoise Colloc'h is a Director of the Company and an Officer or Director of various AXA Group subsidiaries. 7. Defendant Henri De Castries is Chairman of the Company and an Officer or Director of various AXA Group subsidiaries.

4. Defendant Claude Bebear is a director of AXA and former Chief Executive Officer of AXA Group. 5. Defendant John S. Chalsty is a Director of the Company and Chairman of DLJ. 6. Defendant Francoise Colloc'h is a Director of the Company and an Officer or Director of various AXA Group subsidiaries. 7. Defendant Henri De Castries is Chairman of the Company and an Officer or Director of various AXA Group subsidiaries. 8. Defendant Claus-Michael Dill is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 9. Defendant Jean-Rene Fourtou is a Director of the Company and an Officer or Director of various AXA Group subsidiaries. 10. Defendant Anthony J. Hamilton is a Director of the Company an Officer or Director of various AXA Group subsidiaries. -2-

11. Defendant Michael Hegarty is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 12. Defendant W. Edwin Jarmain is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 13. Defendant Edward D. Miller is a director of the Company an Officer or Director of various AXA Group subsidiaries. 14. Defendant Didier Pineau-Valencienne is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 15. Defendant George J. Sella is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 16. Defendant Peter J. Tobin is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 17. Defendant Dave H. Williams is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 18. Defendant Joseph L. Dionne is a Director of the Company an Officer or director of various AXA Group subsidiaries. 19. Defendant Donald J. Greene is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 20. Defendant John T. Hartley is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 21. Defendant John H.F. Haskell is a Director of the Company an Officer or Director of various AXA Group subsidiaries. -3-

11. Defendant Michael Hegarty is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 12. Defendant W. Edwin Jarmain is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 13. Defendant Edward D. Miller is a director of the Company an Officer or Director of various AXA Group subsidiaries. 14. Defendant Didier Pineau-Valencienne is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 15. Defendant George J. Sella is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 16. Defendant Peter J. Tobin is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 17. Defendant Dave H. Williams is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 18. Defendant Joseph L. Dionne is a Director of the Company an Officer or director of various AXA Group subsidiaries. 19. Defendant Donald J. Greene is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 20. Defendant John T. Hartley is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 21. Defendant John H.F. Haskell is a Director of the Company an Officer or Director of various AXA Group subsidiaries. -3-

22. Defendant Nina Henderson is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 23. The individual defendants and AXA Group, as majority shareholder, owe the public shareholders of AXA the highest duties of good faith, fair dealing, due care, loyalty, and full and candid disclosure. CLASS ACTION ALLEGATIONS 24. Plaintiff brings this action on her own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all security holders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants' actions as more fully described herein. 25. This action is properly maintainable as a class action. 26. The class is so numerous that joinder of all members is impracticable. There are approximately 432,033,619 shares of AXA common stock outstanding, of which approximately 40% are owned by thousands of holders other than defendant AXA Group, its subsidiaries and/or directors and of fleets of the Company. -4-

22. Defendant Nina Henderson is a Director of the Company an Officer or Director of various AXA Group subsidiaries. 23. The individual defendants and AXA Group, as majority shareholder, owe the public shareholders of AXA the highest duties of good faith, fair dealing, due care, loyalty, and full and candid disclosure. CLASS ACTION ALLEGATIONS 24. Plaintiff brings this action on her own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all security holders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants' actions as more fully described herein. 25. This action is properly maintainable as a class action. 26. The class is so numerous that joinder of all members is impracticable. There are approximately 432,033,619 shares of AXA common stock outstanding, of which approximately 40% are owned by thousands of holders other than defendant AXA Group, its subsidiaries and/or directors and of fleets of the Company. -4-

27. There are questions of law and fact which are common to the class and which predominate over questions affecting any individual class member. The common questions include, inter alia, the following: (a) whether defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the members of the class; (b) whether defendants are pursuing a scheme and course of business designed to eliminate the public securities holders of AXA in violation of the laws of the State of Delaware in order to enrich AXA Group at the expense and to the detriment of the plaintiff and the other public stockholders who are members of the class; (c) whether the said proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the other members of the class; and (d) whether the class is entitled to injunctive relief or damages as a result of the wrongful conduct committed by defendants. 28. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claims of other members of the class and plaintiff has the same interests as the other numbers of the class. Accordingly, plaintiff will fairly and adequately represent the class. 29. Defendants have acted in a manner which affects plaintiff and all members of the class alike, thereby making -5-

appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole. 30. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests. SUBSTANTIVE ALLEGATIONS 31. On August 30, 2000, AXA announced that it had received a proposal from AXA Group for the acquisition by AXA Group of all of the shares of common stock of the Company not held by defendant AXA Group and its affiliates for $53.50 per share in cash.

27. There are questions of law and fact which are common to the class and which predominate over questions affecting any individual class member. The common questions include, inter alia, the following: (a) whether defendants have breached their fiduciary and other common law duties owed by them to plaintiff and the members of the class; (b) whether defendants are pursuing a scheme and course of business designed to eliminate the public securities holders of AXA in violation of the laws of the State of Delaware in order to enrich AXA Group at the expense and to the detriment of the plaintiff and the other public stockholders who are members of the class; (c) whether the said proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the other members of the class; and (d) whether the class is entitled to injunctive relief or damages as a result of the wrongful conduct committed by defendants. 28. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claims of other members of the class and plaintiff has the same interests as the other numbers of the class. Accordingly, plaintiff will fairly and adequately represent the class. 29. Defendants have acted in a manner which affects plaintiff and all members of the class alike, thereby making -5-

appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole. 30. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests. SUBSTANTIVE ALLEGATIONS 31. On August 30, 2000, AXA announced that it had received a proposal from AXA Group for the acquisition by AXA Group of all of the shares of common stock of the Company not held by defendant AXA Group and its affiliates for $53.50 per share in cash. 32. The price of $53.50 per share to be paid to the class members is unfair and inadequate consideration because, among other thing: (a) the intrinsic value of the stock of AXA is materially in excess of $53.50 per share, giving due consideration to the prospects for growth and profitability of AXA in light of its business, earnings and earnings power, present and future; (b) the $53.50 per share offers an inadequate premium to market to the public stockholders of AXA; and (c) the -6-

$53.50 per share price is not the result of arm's length negotiations but was fixed arbitrarily by AXA Group to "cap" the market price of AXA stock, as part of a plan for AXA Group to obtain complete ownership of AXA assets and business at the lowest possible price. 33. The proposal will, for inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of AXA and its valuable assets, while permitting AXA Group to reap significant benefits from the transaction. 34. By reason of the foregoing acts, practices and course of conduct, AXA Group, with the acquiescence of the individual defendants, has breached and will breach its duty as controlling stockholder of AXA by engaging in improper overreaching in attempting to carry out the proposed transaction. 35. Plaintiff and the class will suffer irreparable damage unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme.

appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole. 30. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests. SUBSTANTIVE ALLEGATIONS 31. On August 30, 2000, AXA announced that it had received a proposal from AXA Group for the acquisition by AXA Group of all of the shares of common stock of the Company not held by defendant AXA Group and its affiliates for $53.50 per share in cash. 32. The price of $53.50 per share to be paid to the class members is unfair and inadequate consideration because, among other thing: (a) the intrinsic value of the stock of AXA is materially in excess of $53.50 per share, giving due consideration to the prospects for growth and profitability of AXA in light of its business, earnings and earnings power, present and future; (b) the $53.50 per share offers an inadequate premium to market to the public stockholders of AXA; and (c) the -6-

$53.50 per share price is not the result of arm's length negotiations but was fixed arbitrarily by AXA Group to "cap" the market price of AXA stock, as part of a plan for AXA Group to obtain complete ownership of AXA assets and business at the lowest possible price. 33. The proposal will, for inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of AXA and its valuable assets, while permitting AXA Group to reap significant benefits from the transaction. 34. By reason of the foregoing acts, practices and course of conduct, AXA Group, with the acquiescence of the individual defendants, has breached and will breach its duty as controlling stockholder of AXA by engaging in improper overreaching in attempting to carry out the proposed transaction. 35. Plaintiff and the class will suffer irreparable damage unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme. 36. Plaintiff and the other members of the class have no adequate remedy at law. WHEREFORE, plaintiff demands judgment against the defendants jointly and severally, as follows: -7-

(1) declaring this action to be a class action and certifying plaintiff as class representative; (2) enjoining, preliminarily and permanently, AXA Group's Offer for acquisition of the AXA stock owned by plaintiff and the other members of the class; (3) to the extent, if any, that the transaction or transactions complained of are consummated prior to the entry of this Court's final judgment, rescinding such transaction or transactions, or granting, inter alia, rescissory damages in the Class; (4) directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct; (5) awarding the plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees

$53.50 per share price is not the result of arm's length negotiations but was fixed arbitrarily by AXA Group to "cap" the market price of AXA stock, as part of a plan for AXA Group to obtain complete ownership of AXA assets and business at the lowest possible price. 33. The proposal will, for inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of AXA and its valuable assets, while permitting AXA Group to reap significant benefits from the transaction. 34. By reason of the foregoing acts, practices and course of conduct, AXA Group, with the acquiescence of the individual defendants, has breached and will breach its duty as controlling stockholder of AXA by engaging in improper overreaching in attempting to carry out the proposed transaction. 35. Plaintiff and the class will suffer irreparable damage unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme. 36. Plaintiff and the other members of the class have no adequate remedy at law. WHEREFORE, plaintiff demands judgment against the defendants jointly and severally, as follows: -7-

(1) declaring this action to be a class action and certifying plaintiff as class representative; (2) enjoining, preliminarily and permanently, AXA Group's Offer for acquisition of the AXA stock owned by plaintiff and the other members of the class; (3) to the extent, if any, that the transaction or transactions complained of are consummated prior to the entry of this Court's final judgment, rescinding such transaction or transactions, or granting, inter alia, rescissory damages in the Class; (4) directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct; (5) awarding the plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and -8-

expenses of plaintiff's attorneys and experts, and (6) granting plaintiff and the other members of the class such other and further relief as may be just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------P.O. Box 1070 919 North Market Street Suite 1401 Mellon Bank Center Wilmington, Delaware 19019 (302) 656-4433

Attorneys for Plaintiff

(1) declaring this action to be a class action and certifying plaintiff as class representative; (2) enjoining, preliminarily and permanently, AXA Group's Offer for acquisition of the AXA stock owned by plaintiff and the other members of the class; (3) to the extent, if any, that the transaction or transactions complained of are consummated prior to the entry of this Court's final judgment, rescinding such transaction or transactions, or granting, inter alia, rescissory damages in the Class; (4) directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct; (5) awarding the plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and -8-

expenses of plaintiff's attorneys and experts, and (6) granting plaintiff and the other members of the class such other and further relief as may be just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------P.O. Box 1070 919 North Market Street Suite 1401 Mellon Bank Center Wilmington, Delaware 19019 (302) 656-4433

Attorneys for Plaintiff OF COUNSEL: BERNSTEIN LIEBHARD & LIFSHITZ, LLP 10 East 40th Street New York, NY 10016 (212) 779-1414 -9-

EXHIBIT 99.34 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY --------------------------------x
: : : : : :

JEROME AND SELMA STONE, Plaintiffs, -against-

C.A. No. 1827INC

expenses of plaintiff's attorneys and experts, and (6) granting plaintiff and the other members of the class such other and further relief as may be just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------P.O. Box 1070 919 North Market Street Suite 1401 Mellon Bank Center Wilmington, Delaware 19019 (302) 656-4433

Attorneys for Plaintiff OF COUNSEL: BERNSTEIN LIEBHARD & LIFSHITZ, LLP 10 East 40th Street New York, NY 10016 (212) 779-1414 -9-

EXHIBIT 99.34 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY --------------------------------x
: : : Plaintiffs, : : -against: : AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. : HAMILTON, MICHAEL HEGARTY, : CLAUS-MICHAEL DILL, JOSEPH L. : DIONNE, JOHN T. HARTLEY, GEORGE : J. SELLA, JR., PETER J. TOBIN, : DAVID H. WILLIAMS, DONALD J. : GREENE, WILLIAM EDWIN JARMAIN, : JOHN H. F. HASKELL, JR. and AXA : GROUP, : : Defendants. : JEROME AND SELMA STONE,

C.A. No. 1827INC

CLASS ACTION COMPLAINT

: --------------------------------x

EXHIBIT 99.34 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY --------------------------------x
: : : Plaintiffs, : : -against: : AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. : HAMILTON, MICHAEL HEGARTY, : CLAUS-MICHAEL DILL, JOSEPH L. : DIONNE, JOHN T. HARTLEY, GEORGE : J. SELLA, JR., PETER J. TOBIN, : DAVID H. WILLIAMS, DONALD J. : GREENE, WILLIAM EDWIN JARMAIN, : JOHN H. F. HASKELL, JR. and AXA : GROUP, : : Defendants. : JEROME AND SELMA STONE,

C.A. No. 1827INC

CLASS ACTION COMPLAINT

: --------------------------------x Plaintiffs allege upon information and belief, except as to paragraph 1 which plaintiffs allege upon knowledge, as follows: 1. Plaintiffs are shareholders of AXA Financia1, Inc. ("AXA Financial" or the "Company"). 2. AXA Financia1 is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein, c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiffs are typical of the claims of the other members of the Class and plaintiffs have the same interests as the other members of the Class. Accordingly, 4

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein, c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiffs are typical of the claims of the other members of the Class and plaintiffs have the same interests as the other members of the Class. Accordingly, 4

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiffs have no adequate remedy at law. WHEREFORE, plaintiffs pray for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiffs have no adequate remedy at law. WHEREFORE, plaintiffs pray for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiffs the costs of this action, including a reasonable allowance for plaintiffs' attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiffs the costs of this action, including a reasonable allowance for plaintiffs' attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: WOLF POPPER LLP 645 Third Avenue New York, NY 10022 (212) 759-4600 6

EXHIBIT 99.35 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------x
: : : : : : :

LOUIS DERANIERI, Plaintiff, -against-

C.A. No. 18272NC

CLASS ACTION COMPLAINT

AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. :

EXHIBIT 99.35 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------x
: : : : : : :

LOUIS DERANIERI, Plaintiff, -against-

C.A. No. 18272NC

CLASS ACTION COMPLAINT

AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. : HAMILTON, MICHAEL HEGARTY, : CLAUS-MICHAEL DILL, JOSEPH L. : DIONNE, JOHN T. HARTLEY, GEORGE: J. SELLA, JR., PETER J. TOBIN, : DAVID H. WILLIAMS, DONALD J. : GREENE, WILLIAM EDWIN JARMAIN, : JOHN H.F. HASKELL, JR. and AXA :
GROUP, : : Defendants. :

: -------------------------------x Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at l290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. the Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. the Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: FARUQI & FARUQI, LLP 320 East 39th Street New York, NY 10016 (212) 983-9330 6

EXHIBIT 99.36 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------x
: : : : : : :

MAXINE PHILLIPS, Plaintiff, -against-

C.A. No. 18273NC

CLASS ACTION COMPLAINT

AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. :

EXHIBIT 99.36 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------x
: : : : : : :

MAXINE PHILLIPS, Plaintiff, -against-

C.A. No. 18273NC

CLASS ACTION COMPLAINT

AXA FINANCIAL, INC, EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. : HAMILTON, MICHAEL HEGARTY, : CLAUS-MICHAEL DILL, JOSEPH L. : DIONNE, JOHN T. HARTLEY, GEORGE: J. SELLA, JR., PETER J. TOBIN, : DAVID H. WILLIAMS, DONALD J. : GREENE, WILLIAM EDWIN JARMAIN, : JOHN H.F. HASKELL, JR. and AXA :
GROUP, : : Defendants. :

: -------------------------------x Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at l290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interest of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interest of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interest of the class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.5O per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: GOODKIND LABATON RUDOFF & SUCHAROW LLP 100 Park Avenue New York, NY 10017 (212) 907-0700 6

EXHIBIT 99.37 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : :

RUTH RAVNITSKY, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN,

C.A. No. 18274-NC

CLASS ACTION COMPLAINT

EXHIBIT 99.37 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : : : : : : : :

RUTH RAVNITSKY, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18274-NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on her own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on her own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: KIRBY MCINERNEY & SQUIRE, LLP 830 Third Avenue 10th Floor New York, NY 10022 (212) 317-2300 6

EXHIBIT 99.38 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : :

RICHARD KAGER, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE

C.A. No. 18275NC

CLASS ACTION COMPLAINT

EXHIBIT 99.38 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : : : : : : : :

RICHARD KAGER, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18275NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: SCHIFFRIN & BARROWAY, LLP Three Bala Plaza East Suite 400 Bale Cynwyd, PA 19004 (610) 667-7056 6

CAULTY & GELLER one Baca Place 2255 Glades Road Suite 421A Boca Raton, FL 33431 (561) 750-3000 7

EXHIBIT 99.39 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : :

MORTIMER S. COHEN,

C.A. No. 18279NC

CAULTY & GELLER one Baca Place 2255 Glades Road Suite 421A Boca Raton, FL 33431 (561) 750-3000 7

EXHIBIT 99.39 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : : : : : : : :

MORTIMER S. COHEN, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18279NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group.

EXHIBIT 99.39 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : : : : : : : :

MORTIMER S. COHEN, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18279NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: WEISS & YOURMAN 551 Fifth Avenue New York, N.Y. 10176 (212) 682-3025 STULL, STULL & BRODY 6 East 45th Street New York, New York 10017 (212) 687-7230 6

EXHIBIT 99.40 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : :

LEE KONECHE and SCOTT SPIEGEL, Plaintiffs, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY,

C.A. No. 18283NC

CLASS ACTION COMPLAINT

EXHIBIT 99.40 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -----------------X
: : : : : : : : : : : : : : : : : : : : : : :

LEE KONECHE and SCOTT SPIEGEL, Plaintiffs, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA,. JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18283NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiffs allege upon information and belief, except as to paragraph 1 which plaintiffs allege upon knowledge, as follows: 1. Plaintiffs are shareholders of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiffs are typical of the claims of the other members of the Class and plaintiffs have the same interests as the other members of the Class. Accordingly, 4

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiffs are typical of the claims of the other members of the Class and plaintiffs have the same interests as the other members of the Class. Accordingly, 4

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiffs have no adequate remedy at law. WHEREFORE, plaintiffs pray for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiffs and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiffs have no adequate remedy at law. WHEREFORE, plaintiffs pray for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiffs the costs of this action, including a reasonable allowance for plaintiffs' attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiffs

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiffs as Class representatives; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiffs the costs of this action, including a reasonable allowance for plaintiffs' attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiffs

OF COUNSEL: BERGER & MONTAGUE P.C. 1622 Locust Street Philadelphia, PA 19103 (215) 875-3000 6
EXHIBIT 99.41 IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY - - - - - - - - - - - - - - - - - : DENVER EMPLOYEES RETIREMENT PLAN, : : Plaintiff, : : -against: : AXA FINANCIAL, INC., EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE :

C.A. No. 18284NC

CLASS ACTION COMPLAINT

EXHIBIT 99.41 IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY - - - - - - - - - - - - - - - - - : DENVER EMPLOYEES RETIREMENT PLAN, : : Plaintiff, : : -against: : AXA FINANCIAL, INC., EDWARD D. : MILLER, CLAUDE BEBEAR, : FRANCOISE COLLOC'H, HENRI DE : CASTRIES, JEAN STEELE CHALSTY, : JEAN-RENE FOURTOU, DIDIER : PINEAU-VALENCIENNE, ANTHONY J. : HAMILTON, MICHAEL HEGARTY, : CLAUS-MICHAEL DILL, JOSEPH L. : DIONNE, JOHN T. MARTLEY, GEORGE : J. SELLA, JR., PETER J. TOBIN, : DAVID H. WILLIAMS, DONALD J. : GREENE, WILLIAM EDWIN JARMAIN, : JOHN H.F. HASKELL, JR. and AXA : GROUP, : : Defendants. :

C.A. No. 18284NC

CLASS ACTION COMPLAINT

: -----------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff Employees Denver Retirement Plan manages retirement funds on behalf of employees of the City and County of Denver, Colorado. Plaintiff is the holder of 122,400 shares of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New

York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services. 3. Defendant AXA Group ("AXA Group") owns approximately 60.3% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Vice President of AXA Group.

York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services. 3. Defendant AXA Group ("AXA Group") owns approximately 60.3% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA -2-

Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michel Dill is a Director of AXA Financial. 14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care -3-

Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michel Dill is a Director of AXA Financial. 14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care -3-

and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on its own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate -4-

final injunctive relief with respect to the Class as a whole; d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class

and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on its own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate -4-

final injunctive relief with respect to the Class as a whole; d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.3% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $32.10 in cash and 0.271 AXA Group American Depositary Shares ("ADR"), which corresponds to $53.50 per AXA Financial share based on the closing price of the AXA ADR on August 29, 2000. 27. As admitted by AXA Group in its press release announcing its offer, the acquisition of the minority interests in AXA Financial will allow AXA Group to "take full benefit of the future profits emerging from AXA Financial." Yet, AMA Group's offer provides only a nominal premium to AXA Financial shareholders, as AXA Financial shares closed at $52.25 per share on August 29, 2000. -5-

28. Because of its majority ownership of AXA Financial stock, AMA Group has voting control of the Company and controls its proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 29. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 30. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not

final injunctive relief with respect to the Class as a whole; d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.3% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $32.10 in cash and 0.271 AXA Group American Depositary Shares ("ADR"), which corresponds to $53.50 per AXA Financial share based on the closing price of the AXA ADR on August 29, 2000. 27. As admitted by AXA Group in its press release announcing its offer, the acquisition of the minority interests in AXA Financial will allow AXA Group to "take full benefit of the future profits emerging from AXA Financial." Yet, AMA Group's offer provides only a nominal premium to AXA Financial shareholders, as AXA Financial shares closed at $52.25 per share on August 29, 2000. -5-

28. Because of its majority ownership of AXA Financial stock, AMA Group has voting control of the Company and controls its proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 29. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 30. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 31. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; -6-

D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper.

28. Because of its majority ownership of AXA Financial stock, AMA Group has voting control of the Company and controls its proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 29. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 30. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 31. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; -6-

D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433

Attorneys for Plaintiff OF COUNSEL: LOWEY DANNENBERG BEMPORAD & SELINGER, P.C. The Gateway One North Lexington Avenue White Plains, NY 10601-1714 (914) 997-0500 -7-

D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------9l9 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433

Attorneys for Plaintiff OF COUNSEL: LOWEY DANNENBERG BEMPORAD & SELINGER, P.C. The Gateway One North Lexington Avenue White Plains, NY 10601-1714 (914) 997-0500 -7-

EXHIBIT 99.42 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : : : : : : :

HARRY M. HOFFMAN, IRA ACCT., Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP,

C.A. No. 18285

CLASS ACTION COMPLAINT

EXHIBIT 99.42 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : : : : : : : :

HARRY M. HOFFMAN, IRA ACCT., Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18285

CLASS ACTION COMPLAINT

: ---------------------------------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ----------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: HOFFMAN & EDELSON LLC 45 W. Court Street Doylestown, PA 18901 (215) 230-8043 6

EXHIBIT 99.43 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : :

JOSEPH VILLARI, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN,

ORIGINAL C.A. No. 18287NC

CLASS ACTION COMPLAINT

EXHIBIT 99.43 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : : : : : : : :

JOSEPH VILLARI, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

ORIGINAL C.A. No. 18287NC

CLASS ACTION COMPLAINT

: ---------------------------------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company") 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John H.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

LAW OFFICES OF JAMES V. BASHIAN, P.C. 500 Fifth Avenue

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

LAW OFFICES OF JAMES V. BASHIAN, P.C. 500 Fifth Avenue Suite 2700 New York, NY 10110 (212) 921-4110 FARUQI & FARUQI, LLP 320 East 39th Street New York, NY 10016 (212) 983-9330 6

EXHIBIT 99.44 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : :

MAX BOIMAL, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J.

C.A. No. 18299NC

CLASS ACTION COMPLAINT

EXHIBIT 99.44 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : : : : : : :

MAX BOIMAL, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18299NC

CLASS ACTION COMPLAINT

: ---------------------------------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA Group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John J7LF. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John J7LF. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including: whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; c. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class os a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ Carmella P. Keenes --------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ Carmella P. Keenes --------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: BULL & LIFSHITZ, LLP 246 W. 38th Street New York, NY 10018 (212) 869-9449 6

EXHIBIT 99.45 IN THE COURT or CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : :

JAY H. GOTTLIEB, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J.

C.A. No. 18325NC

CLASS ACTION COMPLAINT

EXHIBIT 99.45 IN THE COURT or CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ---------------------------------------X
: : : : : : : : : : : : : : : : : : : : :

JAY H. GOTTLIEB, Plaintiff, -againstAXA FINANCIAL, INC, EDWARD D. MILLER, CLAUDE BEBEAR, FRANCOISE COLLOC'H, HENRI DE CASTRIES, JEAN STEELE CHALSTY, JEAN-RENE FOURTOU, DIDIER PINEAU-VALENCIENNE, ANTHONY J. HAMILTON, MICHAEL HEGARTY, CLAUS-MICHAEL DILL, JOSEPH L. DIONNE, JOHN T. HARTLEY, GEORGE J. SELLA, JR., PETER J. TOBIN, DAVID H. WILLIAMS, DONALD J. GREENE, WILLIAM EDWIN JARMAIN, JOHN H.F. HASKELL, JR. and AXA GROUP, Defendants.

C.A. No. 18325NC

CLASS ACTION COMPLAINT

: ---------------------------------------X Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff alleges upon knowledge, as follows: 1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial" or the "Company"). 2. AXA Financial is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1290 Avenue of the Americas, New York, New York 10104. AXA Financial is a provider of diversified financial services, including insurance and annuity products, investment banking and assets management services.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group.

3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the outstanding shares of common stock of AXA Financial. 4. Defendant Edward D. Miller is a Director of AXA Financial and its President and Chief Executive Officer. Mr. Miller is also a Senior Executive Vice President of AXA Group. 5. Defendant Claude Bebear is a Director of AXA Financial and the Chairman of the Executive Board of AXA Group. 6. Defendant Francoise Colloc'h is a Director of AXA Financial and a Senior Executive Vice President for Human Resources of AXA Group. 7. Defendant Henri De Castries is a Director of AXA Financial and the Vice Chairman of the Executive Board of AXA group. 8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a Senior Executive Vice President of AXA Group. 9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a Director of AXA Group. 10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial and a Director of AXA Group. 11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a Director of AXA Group. 12. Defendant Michael Hegarty is a Director of AXA Financial and its Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President of AXA Group. 13. Defendant Claus-Michael Dill is a Director of AXA Financial. 2

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John R.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

14. Defendant Joseph L. Dionne is a Director of AXA Financial. 15. Defendant John T. Hartley is a Director of AXA Financial. 16. Defendant George J. Sella, Jr. is a Director of AXA Financial. 17. Defendant Peter J. Tobin is a Director of AXA Financial. 18. Defendant David H. Williams is a Director of AXA Financial. 19. Defendant Donald J. Greene is a Director of AXA Financial. 20. Defendant William Edwin Jarmain is a Director of AXA Financial. 21. Defendant John R.F. Haskell, Jr. is a Director of AXA Financial. 22. The individual defendants, as officers and/or directors of AXA Financial, and AXA Group, as controlling shareholder, have a fiduciary relationship and responsibility to plaintiff and the other public shareholders of AXA Financial and owe to them the highest obligations of good faith, loyalty, fair dealing, due care and candor. CLASS ACTION ALLEGATIONS 23. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common shareholders of AXA Financial, or 3

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including; whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; e. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the class and will fair1y and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock.

their successors in interest, who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of defendants. 24. This action is properly maintainable as a class action because: a. The Class is so numerous that joinder of all members is impracticable. There are hundreds of AXA Financial shareholders of record and many more beneficial owners who are located throughout the United States; b. There are questions of law and fact which are common to the Class, including; whether AXA Group has acted in a manner calculated to benefit itself at the expense of AXA Financial public shareholders; and whether plaintiff and the other members of the Class would be irreparably damaged if AXA Group is not enjoined from committing the wrongs complained of herein; e. Defendants have acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final injunctive relief with respect to the Class as a whole; and d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, 4

plaintiff is an adequate representative of the class and will fair1y and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of Its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction;

plaintiff is an adequate representative of the class and will fair1y and adequately protect the interests of the Class. CLAIM FOR RELIEF 25. AXA Group owns approximately 60.0% of the AXA Financial common stock. 26. On August 30, 2000, AXA Financial announced that AXA Group had proposed to acquire all of the AXA Financial common stock it did not already own for $53.50 per share, payable in a combination of 60% AXA Group stock and 40% cash. 27. As part of Its majority ownership of AXA Financial, AXA Group has voting control of the Company and controls it proxy machinery. It has selected and elected all of AXA Financial's directors who are beholden to AXA Group for their offices and the valuable perquisites which they enjoy therefrom. 28. Defendants have clear and material conflicts of interest and are acting to better the interests of AXA Group at the expense of AXA Financial's public shareholders. 29. AXA Group, with the acquiescence of the directors of AXA Financial, is engaging in self-dealing and not acting in good faith toward plaintiff and the other members of the Class. By reason of the foregoing, AXA Group and the individual defendants have breached and are breaching their fiduciary duties to the irreparable harm of the members of the Class. 30. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays for judgment and relief as follows: 5

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ Carmella P. Keenes ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative; B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with, consummating or closing the contemplated transaction; C. In the event the contemplated transaction is consummated, rescinding it and setting it aside or awarding rescissory damages to the Class; D. Directing defendants to account to Class members for their damages sustained as a result of the wrongs complained of herein; E. Awarding plaintiff the costs of this action, including a reasonable allowance for plaintiff's attorneys' and experts' fees; and F. Granting such other and further relief as to the Court may seem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/ Carmella P. Keenes ---------------------------919 North Market Street Suite 1401, Mellon Bank Center Wilmington, Delaware 19899 (302) 656-4433 Attorneys for Plaintiff

OF COUNSEL: HAROLD B. 0BSTFELD, P.C. 260 Madison Ave., 18th Floor New York, NY 10016 (212) 696-1212 6

EXHIBIT 99.46 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ----------------------------------------X Index No. 00-603784
HARBOR FINANCE PARTNERS, on behalf of itself and all others similarly situated, : : : : Plaintiff, : : - against : : AXA FINANCIAL, INC., AXA GROUP, : EDWARD D. MILLER, CLAUDE BEBEAR, : JOHN S. CHALSTY, FRANCOISE COLLOC'H, : HENRI DE CASTRIES, CLAUS-MICHAEL DILL, : JOSEPH L. DIONNE, JEAN-RENE FOURTOU, : DONALD J. GREENE, ANTHONY J. HAMILTON, : JOHN T. HARTLEY, JOHN H.F. HASKELL, JR.,: MICHAEL HEGARTY, NINA HENDERSON, : W. EDWIN JARMAIN, DIDIER :

Purchased and filed on: September 1, 2000 Plaintiff designates New York County as the place for trial JURY TRIAL DEMANDED

The basis of venue is place of business of

EXHIBIT 99.46 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ----------------------------------------X Index No. 00-603784
: : : : Plaintiff, : : - against : : AXA FINANCIAL, INC., AXA GROUP, : EDWARD D. MILLER, CLAUDE BEBEAR, : JOHN S. CHALSTY, FRANCOISE COLLOC'H, : HENRI DE CASTRIES, CLAUS-MICHAEL DILL, : JOSEPH L. DIONNE, JEAN-RENE FOURTOU, : DONALD J. GREENE, ANTHONY J. HAMILTON, : JOHN T. HARTLEY, JOHN H.F. HASKELL, JR.,: MICHAEL HEGARTY, NINA HENDERSON, : W. EDWIN JARMAIN, DIDIER : PINEAU-VALENCIENNE, GEORGE J. : SELLA, JR., PETER J. TOBIN, : and DAVE H. WILLIAMS, : : : : Defendants. : ----------------------------------------X HARBOR FINANCE PARTNERS, on behalf of itself and all others similarly situated,

Purchased and filed on: September 1, 2000 Plaintiff designates New York County as the place for trial JURY TRIAL DEMANDED

The basis of venue is place of business of defendants

Plaintiff resides in Dade County, Florida S U M M O N S

To the above named defendants: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's Attorneys within 20 days after service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Defendants' address: c/o AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 Dated: September 1, 2000 WECHSLER HARWOOD HALEBIAN & FEFFER LLP
By: /s/ Robert I. Harwood --------------------------Robert I. Harwood 488 Madison Avenue New York, New York 10022 (212) 935-7400

Attorneys for Plaintiff

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------------x
: : Index No. 00-603784 : : : : Plaintiff, : : - against : : AXA FINANCIAL, INC., AXA GROUP, : JURY TRIAL DEMANDED EDWARD D. MILLER, CLAUDE BEBEAR, : ------------------JOHN S. CHALSTY, FRANCOISE COLLOC'H, : HENRI DE CASTRIES, CLAUS-MICHAEL DILL, : JOSEPH L. DIONNE, JEAN-RENE FOURTOU, : DONALD J. GREENE, ANTHONY J. HAMILTON, : JOHN T. HARTLEY, JOHN H.F. HASKELL, JR., : MICHAEL HEGARTY, NINA HENDERSON, : W. EDWIN JARMAIN, DIDIER : PINEAU-VALENCIENNE, GEORGE J. : SELLA, JR., PETER J. TOBIN, : and DAVE H. WILLIAMS, : : HARBOR FINANCE PARTNERS, individually And On Behalf Of A Class Of Persons Similarly Situated,

Defendants. :

-----------------------------------------x CLASS ACTION COMPLAINT Plaintiff, individually and on behalf of all other persons similarly situated, by its undersigned attorneys, for its consolidated class action complaint, alleges upon personal knowledge as to itself and its own acts, and upon information and belief as to all other matters, based upon, inter alia, the investigation made by and through its attorneys, which investigation included, among other things, a review of the public documents, published reports and news articles, as follows: NATURE OF THE ACTION 1. Plaintiff brings this action on behalf of itself and the public shareholders of defendant AXA Financial, Inc. ("AXA" or the "Company") a majority owned subsidiary of defendant AXA

I. Group, ("AXA Group"), its French parent, to enjoin a proposed coercive, deceptive and fraudulent minority freeze out ("the buy out") of the public shareholders of the Company via an inadequate offer by defendant AXA Group or, in the alternative, to obtain rescission or damages if the buy out is consummated. 2. Defendant AXA Group, which owns approximately 60% in AXA seeks to eliminate the public shareholders of AXA by acquiring the remaining approximately 40% of the Company that it does not own at a grossly inadequate price of $53.50 per share or a total of $10.4 billion. Defendant AXA is controlled by its majority shareholder. The Director Defendants identified below owe the highest fiduciary duty to be scrupulously fair in their dealings with the minority shareholders of AXA. The proposed buy out constitutes self dealing, deception, unfair dealing, overreaching and a breach of fiduciary duty to AXA's minority shareholders.

I. Group, ("AXA Group"), its French parent, to enjoin a proposed coercive, deceptive and fraudulent minority freeze out ("the buy out") of the public shareholders of the Company via an inadequate offer by defendant AXA Group or, in the alternative, to obtain rescission or damages if the buy out is consummated. 2. Defendant AXA Group, which owns approximately 60% in AXA seeks to eliminate the public shareholders of AXA by acquiring the remaining approximately 40% of the Company that it does not own at a grossly inadequate price of $53.50 per share or a total of $10.4 billion. Defendant AXA is controlled by its majority shareholder. The Director Defendants identified below owe the highest fiduciary duty to be scrupulously fair in their dealings with the minority shareholders of AXA. The proposed buy out constitutes self dealing, deception, unfair dealing, overreaching and a breach of fiduciary duty to AXA's minority shareholders. THE PARTIES 3. Plaintiff owns shares of AXA stock and has held such shares up to and including the announcement of the proposed buy out. 4. Defendant AXA is a Delaware corporation with its principal place of business at 1290 Avenue of the Americas, New York, New York. AXA is an international group of insurance and related financial services companies. AXA's insurance operations include activities in life insurance, property and casualty insurance and reinsurance. As of May 17, 2000, AXA had 2

approximately 432,000,000 shares outstanding, which are traded on the New York Stock Exchange. 5. Defendant AXA Group, AXA's parent is organized under the laws of the republic of France. Defendant AXA Group, by reason of its majority ownership and control of AXA, is in a fiduciary relationship with plaintiff and the other public shareholders of AXA, and owes to them the highest obligations of good faith, loyalty and fair dealing and to avoid self-dealing transactions which benefit themselves at the expense of the other shareholders of the Company. Defendant AXA Group is sued herein because it has breached these fiduciary duties. 6. Defendant Edward D. Miller ("Miller") is a director of the Company. Miller was President and Chief Executive Officer of the Company since August 1997. He was President of Equitable Life from August 1997 to January 1998 and has been Chairman of Equitable Life since January 1998 and Chief Executive Officer and a Director of Equitable Life since August 1997. He is also a Member of AXA's Management Board (since January 2000). Prior thereto, he was a Senior Executive Vice President of AXA. From 1996 to 1997, he was Senior Vice Chairman of Chase Manhattan Corporation. Prior thereto, he was President of Chemical Bank (which merged with Chase in 1996) from 1994 to 1996 and Vice Chairman from 1991 to 1994. He is also a Director of various AXA Financial subsidiaries, including Donaldson Lufkin & Jenrette ("DLJ") and Alliance Capital Management Corporation, the general partner of Alliance Holding and Alliance; AXA Canada; and KeySpan 3

Energy Corporation, formed as a result of the merger of Long Island Lighting Company and Brooklyn Union Gas Co. 7. Defendant Claude Bebear ("Bebear"), formerly Chairman of the Board of the Management (formerly Executive) Board (Chief Executive Officer) of AXA since January 1997 is a director of the Company. Prior thereto, he was Chairman and Chief Executive Officer of AXA from 1989 until January 1997 and Chief Executive Officer from 1974 to 1989. 8. Defendant John S. Chalsty ("Chalsty"), Chairman of DLJ (since February 1996) is a director of the Company. Chalsty was Senior Executive Vice President of AXA from January 1997 until January 2000, Chief Executive Officer of DLJ from 1986 to February 1998, and President of DLJ from 1986 to February 1996. Director of

approximately 432,000,000 shares outstanding, which are traded on the New York Stock Exchange. 5. Defendant AXA Group, AXA's parent is organized under the laws of the republic of France. Defendant AXA Group, by reason of its majority ownership and control of AXA, is in a fiduciary relationship with plaintiff and the other public shareholders of AXA, and owes to them the highest obligations of good faith, loyalty and fair dealing and to avoid self-dealing transactions which benefit themselves at the expense of the other shareholders of the Company. Defendant AXA Group is sued herein because it has breached these fiduciary duties. 6. Defendant Edward D. Miller ("Miller") is a director of the Company. Miller was President and Chief Executive Officer of the Company since August 1997. He was President of Equitable Life from August 1997 to January 1998 and has been Chairman of Equitable Life since January 1998 and Chief Executive Officer and a Director of Equitable Life since August 1997. He is also a Member of AXA's Management Board (since January 2000). Prior thereto, he was a Senior Executive Vice President of AXA. From 1996 to 1997, he was Senior Vice Chairman of Chase Manhattan Corporation. Prior thereto, he was President of Chemical Bank (which merged with Chase in 1996) from 1994 to 1996 and Vice Chairman from 1991 to 1994. He is also a Director of various AXA Financial subsidiaries, including Donaldson Lufkin & Jenrette ("DLJ") and Alliance Capital Management Corporation, the general partner of Alliance Holding and Alliance; AXA Canada; and KeySpan 3

Energy Corporation, formed as a result of the merger of Long Island Lighting Company and Brooklyn Union Gas Co. 7. Defendant Claude Bebear ("Bebear"), formerly Chairman of the Board of the Management (formerly Executive) Board (Chief Executive Officer) of AXA since January 1997 is a director of the Company. Prior thereto, he was Chairman and Chief Executive Officer of AXA from 1989 until January 1997 and Chief Executive Officer from 1974 to 1989. 8. Defendant John S. Chalsty ("Chalsty"), Chairman of DLJ (since February 1996) is a director of the Company. Chalsty was Senior Executive Vice President of AXA from January 1997 until January 2000, Chief Executive Officer of DLJ from 1986 to February 1998, and President of DLJ from 1986 to February 1996. Director of DLJ since 1971 and Director of IBP, Inc., Sappi Limited, and Occidental Petroleum Corporation. From 1990 to 1994 Chalsty served as Vice Chairman of the New York Stock Exchange, Inc. 9. Defendant Francoise Colloc'h ("Colloc'h"), a director of the Company, is a member of the AXA Management Board and Group Executive President, Human Resources, Communication and Synergies of AXA since January 2000. Prior thereto, she was Senior Executive Vice President (1993-2000), Executive Vice President (1993), Senior Vice President-Management and Communication (1992), and a Vice President (1984-1992) of AXA. She is also a Director or officer of various subsidiaries and affiliates of the AXA Group. Colloc'h has been a director of Equitable Life since July 1992. 4

I. 10. Defendant Henri de Castries ("Castries") has been the Chairman of the Board of the Company since April 1998, Vice Chairman from February 1996 to April 1998, Vice Chairman of AXA's Management Board (since January 2000), and a director of the Company. Prior thereto, he was Senior Executive Vice President Financial Services and Life Insurance Activities in the United States, Germany, the United Kingdom and Benelux from 1996 to 2000; Executive Vice President Financial Services and Life Insurance Activities from 1993 to 1996; General Secretary from 1991 to 1993; and Central Director of Finances from 1989 to 1991 of AXA. Castries is also a Director or officer of various subsidiaries and affiliates of the AXA Group. He is also a Director of DLJ and Alliance Capital Management Corporation, the general partner of Alliance Holding and Alliance. Castries has been a director of Equitable Life since September 1993. 11. Defendant Claus-Michael Dill ("Dill") is Chairman of the Management Board of AXA Colonia Konzern AG

Energy Corporation, formed as a result of the merger of Long Island Lighting Company and Brooklyn Union Gas Co. 7. Defendant Claude Bebear ("Bebear"), formerly Chairman of the Board of the Management (formerly Executive) Board (Chief Executive Officer) of AXA since January 1997 is a director of the Company. Prior thereto, he was Chairman and Chief Executive Officer of AXA from 1989 until January 1997 and Chief Executive Officer from 1974 to 1989. 8. Defendant John S. Chalsty ("Chalsty"), Chairman of DLJ (since February 1996) is a director of the Company. Chalsty was Senior Executive Vice President of AXA from January 1997 until January 2000, Chief Executive Officer of DLJ from 1986 to February 1998, and President of DLJ from 1986 to February 1996. Director of DLJ since 1971 and Director of IBP, Inc., Sappi Limited, and Occidental Petroleum Corporation. From 1990 to 1994 Chalsty served as Vice Chairman of the New York Stock Exchange, Inc. 9. Defendant Francoise Colloc'h ("Colloc'h"), a director of the Company, is a member of the AXA Management Board and Group Executive President, Human Resources, Communication and Synergies of AXA since January 2000. Prior thereto, she was Senior Executive Vice President (1993-2000), Executive Vice President (1993), Senior Vice President-Management and Communication (1992), and a Vice President (1984-1992) of AXA. She is also a Director or officer of various subsidiaries and affiliates of the AXA Group. Colloc'h has been a director of Equitable Life since July 1992. 4

I. 10. Defendant Henri de Castries ("Castries") has been the Chairman of the Board of the Company since April 1998, Vice Chairman from February 1996 to April 1998, Vice Chairman of AXA's Management Board (since January 2000), and a director of the Company. Prior thereto, he was Senior Executive Vice President Financial Services and Life Insurance Activities in the United States, Germany, the United Kingdom and Benelux from 1996 to 2000; Executive Vice President Financial Services and Life Insurance Activities from 1993 to 1996; General Secretary from 1991 to 1993; and Central Director of Finances from 1989 to 1991 of AXA. Castries is also a Director or officer of various subsidiaries and affiliates of the AXA Group. He is also a Director of DLJ and Alliance Capital Management Corporation, the general partner of Alliance Holding and Alliance. Castries has been a director of Equitable Life since September 1993. 11. Defendant Claus-Michael Dill ("Dill") is Chairman of the Management Board of AXA Colonia Konzern AG and affiliated companies since June 1999 and a director of the Company. Prior thereto, Dill was a member of the Management Board of the same companies from April 1999 until June 1999, and a member of the Holding Management Board of Gerling-Konzern from 1995 until April 1999. From 1988 until 1995, he was a member of the management boards of a number of Swiss Reinsurance subsidiaries. He is also a member of the Executive Board of AXA, and serves as Director or officer of various subsidiaries and affiliates of the AXA Group. He is also a Member of the Supervisory Board of Deutsche 5

Arzteversicherung AG, Kolnische Ruckversicherung-Gesellschaft AG and Rheinboden Hypothekenbank AG. 12. Defendant Joseph L. Dionne ("Dionne") retired as Chairman of The McGraw-Hill Companies in January 2000. Prior thereto, he held the positions of Chairman and Chief Executive Officer of The McGraw-Hill Companies. In addition to being a director of the Company, Dionne serves as a director of The McGraw-Hill Companies, Harris Corporation and Ryder System, Inc. Dionne has served as a director of Equitable Life since May 1982. 13. Defendant Jean-Rene Fourtou ("Fourtou"), a director of the Company, has been a Vice Chairman of the Management Board of Aventis (formerly Rhone-Poulenc, S.A.) since December 1999. Prior thereto, Fourtou was Chairman and Chief Executive Officer of Rhone-Poulenc, S.A. from 1986 until December 1999. Fourtou is

I. 10. Defendant Henri de Castries ("Castries") has been the Chairman of the Board of the Company since April 1998, Vice Chairman from February 1996 to April 1998, Vice Chairman of AXA's Management Board (since January 2000), and a director of the Company. Prior thereto, he was Senior Executive Vice President Financial Services and Life Insurance Activities in the United States, Germany, the United Kingdom and Benelux from 1996 to 2000; Executive Vice President Financial Services and Life Insurance Activities from 1993 to 1996; General Secretary from 1991 to 1993; and Central Director of Finances from 1989 to 1991 of AXA. Castries is also a Director or officer of various subsidiaries and affiliates of the AXA Group. He is also a Director of DLJ and Alliance Capital Management Corporation, the general partner of Alliance Holding and Alliance. Castries has been a director of Equitable Life since September 1993. 11. Defendant Claus-Michael Dill ("Dill") is Chairman of the Management Board of AXA Colonia Konzern AG and affiliated companies since June 1999 and a director of the Company. Prior thereto, Dill was a member of the Management Board of the same companies from April 1999 until June 1999, and a member of the Holding Management Board of Gerling-Konzern from 1995 until April 1999. From 1988 until 1995, he was a member of the management boards of a number of Swiss Reinsurance subsidiaries. He is also a member of the Executive Board of AXA, and serves as Director or officer of various subsidiaries and affiliates of the AXA Group. He is also a Member of the Supervisory Board of Deutsche 5

Arzteversicherung AG, Kolnische Ruckversicherung-Gesellschaft AG and Rheinboden Hypothekenbank AG. 12. Defendant Joseph L. Dionne ("Dionne") retired as Chairman of The McGraw-Hill Companies in January 2000. Prior thereto, he held the positions of Chairman and Chief Executive Officer of The McGraw-Hill Companies. In addition to being a director of the Company, Dionne serves as a director of The McGraw-Hill Companies, Harris Corporation and Ryder System, Inc. Dionne has served as a director of Equitable Life since May 1982. 13. Defendant Jean-Rene Fourtou ("Fourtou"), a director of the Company, has been a Vice Chairman of the Management Board of Aventis (formerly Rhone-Poulenc, S.A.) since December 1999. Prior thereto, Fourtou was Chairman and Chief Executive Officer of Rhone-Poulenc, S.A. from 1986 until December 1999. Fourtou is a member of the Supervisory Board of AXA. Fourtou also serves as a director of Schneider Electric (formerly Schneider S.A.), Paribas, and Groupe Pernod-Ricard. He is a member of the Consulting Council of Banque de France and has been a director of Equitable Life since July 1992. 14. Defendant Donald J. Greene ("Greene"), a director of the Company, is Of Counsel to LeBoeuf, Lamb, Greene & MacRae, L.L.P. Greene has been a director of Equitable Life since July l99l. 15. Defendant Anthony J. Hamilton ("Hamilton") is a director of the Company. Hamilton is Group Chairman and Chief Executive of Fox-Pitt, Kelton Group Ltd., the London and New York 6

based investment banking firm, which Hamilton joined in 1978. Hamilton is the Non-executive Chairman of Byas, Mosley Group Ltd. and a director of various Fox-Pitt, Kelton and Byas, Mosley Group companies. He is also a member of the Supervisory Board of AXA and Director of Sun Life & Provincial Holdings plc. Hamilton was a director of Equitable Life from December 1995 until June 1996. 16. Defendant John T. Hartley ("Hartley") retired as Chairman and Chief Executive Officer of Harris Corporation in July 1995. He also serves as a director of Harris Corporation and The McGraw-Hill Companies and has been a director of Equitable Life since August 1987. 17. Defendant John H.F. Haskell, Jr. ("Haskell") is a director of the Company. Haskell has been a Senior Advisor of Warburg Dillon Read LLC since 1999. Prior thereto, he was Managing Director and a member of its

Arzteversicherung AG, Kolnische Ruckversicherung-Gesellschaft AG and Rheinboden Hypothekenbank AG. 12. Defendant Joseph L. Dionne ("Dionne") retired as Chairman of The McGraw-Hill Companies in January 2000. Prior thereto, he held the positions of Chairman and Chief Executive Officer of The McGraw-Hill Companies. In addition to being a director of the Company, Dionne serves as a director of The McGraw-Hill Companies, Harris Corporation and Ryder System, Inc. Dionne has served as a director of Equitable Life since May 1982. 13. Defendant Jean-Rene Fourtou ("Fourtou"), a director of the Company, has been a Vice Chairman of the Management Board of Aventis (formerly Rhone-Poulenc, S.A.) since December 1999. Prior thereto, Fourtou was Chairman and Chief Executive Officer of Rhone-Poulenc, S.A. from 1986 until December 1999. Fourtou is a member of the Supervisory Board of AXA. Fourtou also serves as a director of Schneider Electric (formerly Schneider S.A.), Paribas, and Groupe Pernod-Ricard. He is a member of the Consulting Council of Banque de France and has been a director of Equitable Life since July 1992. 14. Defendant Donald J. Greene ("Greene"), a director of the Company, is Of Counsel to LeBoeuf, Lamb, Greene & MacRae, L.L.P. Greene has been a director of Equitable Life since July l99l. 15. Defendant Anthony J. Hamilton ("Hamilton") is a director of the Company. Hamilton is Group Chairman and Chief Executive of Fox-Pitt, Kelton Group Ltd., the London and New York 6

based investment banking firm, which Hamilton joined in 1978. Hamilton is the Non-executive Chairman of Byas, Mosley Group Ltd. and a director of various Fox-Pitt, Kelton and Byas, Mosley Group companies. He is also a member of the Supervisory Board of AXA and Director of Sun Life & Provincial Holdings plc. Hamilton was a director of Equitable Life from December 1995 until June 1996. 16. Defendant John T. Hartley ("Hartley") retired as Chairman and Chief Executive Officer of Harris Corporation in July 1995. He also serves as a director of Harris Corporation and The McGraw-Hill Companies and has been a director of Equitable Life since August 1987. 17. Defendant John H.F. Haskell, Jr. ("Haskell") is a director of the Company. Haskell has been a Senior Advisor of Warburg Dillon Read LLC since 1999. Prior thereto, he was Managing Director and a member of its Board of Directors. Haskell is a director of Pall Corporation, and was Chairman of the Supervisory Board of Dillon Read (France) Gestion until 1998). 18. Defendant Michael Hegarty ("Hegarty") is a director of the Company. Hegarty has been a Senior Vice Chairman of the Company since November 1999 and Chief Operating Officer since February 1998; Vice Chairman of the Company from April 1998 to November 1999; and Senior Executive Vice President of the Company from January 1998 to April 1998. Hegarty has also been a Director and President of Equitable Life since January 1998 and Chief operating Officer since February 1998. From 1996 to 1997 Hegarty was Vice Chairman of Chase Manhattan Corporation. Prior thereto, 7

he was Vice Chairman (1995-1996) and Senior Executive Vice President (1991-1995) of Chemical Bank, which merged with Chase in 1996. Hegarty is a member of the Executive Board of AXA and a director of various AXA Financial subsidiaries. 19. Defendant Nina Henderson ("Henderson") is a director of the Company and is Corporate Vice President of Core Business Development of Bestfoods. Prior thereto, she was President of Bestfoods Grocery and Vice President of Bestfoods from 1997 until 1999, and president of Bestfoods Specialty Markets Group from 1993 until 1997. Henderson also serves as a director of Hunt Corporation and PACTIV Corporation (formerly known as Tenneco Packaging).

based investment banking firm, which Hamilton joined in 1978. Hamilton is the Non-executive Chairman of Byas, Mosley Group Ltd. and a director of various Fox-Pitt, Kelton and Byas, Mosley Group companies. He is also a member of the Supervisory Board of AXA and Director of Sun Life & Provincial Holdings plc. Hamilton was a director of Equitable Life from December 1995 until June 1996. 16. Defendant John T. Hartley ("Hartley") retired as Chairman and Chief Executive Officer of Harris Corporation in July 1995. He also serves as a director of Harris Corporation and The McGraw-Hill Companies and has been a director of Equitable Life since August 1987. 17. Defendant John H.F. Haskell, Jr. ("Haskell") is a director of the Company. Haskell has been a Senior Advisor of Warburg Dillon Read LLC since 1999. Prior thereto, he was Managing Director and a member of its Board of Directors. Haskell is a director of Pall Corporation, and was Chairman of the Supervisory Board of Dillon Read (France) Gestion until 1998). 18. Defendant Michael Hegarty ("Hegarty") is a director of the Company. Hegarty has been a Senior Vice Chairman of the Company since November 1999 and Chief Operating Officer since February 1998; Vice Chairman of the Company from April 1998 to November 1999; and Senior Executive Vice President of the Company from January 1998 to April 1998. Hegarty has also been a Director and President of Equitable Life since January 1998 and Chief operating Officer since February 1998. From 1996 to 1997 Hegarty was Vice Chairman of Chase Manhattan Corporation. Prior thereto, 7

he was Vice Chairman (1995-1996) and Senior Executive Vice President (1991-1995) of Chemical Bank, which merged with Chase in 1996. Hegarty is a member of the Executive Board of AXA and a director of various AXA Financial subsidiaries. 19. Defendant Nina Henderson ("Henderson") is a director of the Company and is Corporate Vice President of Core Business Development of Bestfoods. Prior thereto, she was President of Bestfoods Grocery and Vice President of Bestfoods from 1997 until 1999, and president of Bestfoods Specialty Markets Group from 1993 until 1997. Henderson also serves as a director of Hunt Corporation and PACTIV Corporation (formerly known as Tenneco Packaging). 20. Defendant W. Edwin Jarmain ("Jarmain") is a director of the Company and has been President of Jarmain Group Inc. since 1979. He also serves as an officer or director of several affiliated companies. Jarmain is a director of Equitable Life, DLJ, AXA Insurance (Canada), Anglo Canada General Insurance Company, and AXA Pacific Insurance Company, and an Alternate Director of AXA Asia Pacific Holdings Limited. He served as non-executive Chairman and Director of FCA International Ltd. from January 1994 until May 1998 and has been a director of Equitable since July 1992. 21. Defendant Didier Pineau-Valencienne ("Pineau-Valencienne") is a director of the Company. He is Vice Chairman of Credit Suisse First Boston. From 1981 to February 1999, he was Chairman and Chief Executive Officer of Schneider Electric, of 8

which he became Honorary Chairman in February 1999. Pineau-Valencienne was a director of the Company and Equitable Life from July 1992 to February 1995, a member of the Supervisory Board of AXA, director of CGIP, Aventis (formerly Rhone-Poulenc, S.A.), Sema Group PLC (UK), Soft Computing, and Swiss Helvetic Fund; and a member of the Advisory Board of Booz-Allen & Hamilton. He has also served as a director of Equitable Life since February 1996. 22. Defendant George J. Sella, Jr. ("Sella") is a director of the Company. Sella retired as Chairman and Chief Executive Officer of American Cyanamid Company in April 1993. He also serves as a director of Coulter Pharmaceutical and a director of Equitable Life.

he was Vice Chairman (1995-1996) and Senior Executive Vice President (1991-1995) of Chemical Bank, which merged with Chase in 1996. Hegarty is a member of the Executive Board of AXA and a director of various AXA Financial subsidiaries. 19. Defendant Nina Henderson ("Henderson") is a director of the Company and is Corporate Vice President of Core Business Development of Bestfoods. Prior thereto, she was President of Bestfoods Grocery and Vice President of Bestfoods from 1997 until 1999, and president of Bestfoods Specialty Markets Group from 1993 until 1997. Henderson also serves as a director of Hunt Corporation and PACTIV Corporation (formerly known as Tenneco Packaging). 20. Defendant W. Edwin Jarmain ("Jarmain") is a director of the Company and has been President of Jarmain Group Inc. since 1979. He also serves as an officer or director of several affiliated companies. Jarmain is a director of Equitable Life, DLJ, AXA Insurance (Canada), Anglo Canada General Insurance Company, and AXA Pacific Insurance Company, and an Alternate Director of AXA Asia Pacific Holdings Limited. He served as non-executive Chairman and Director of FCA International Ltd. from January 1994 until May 1998 and has been a director of Equitable since July 1992. 21. Defendant Didier Pineau-Valencienne ("Pineau-Valencienne") is a director of the Company. He is Vice Chairman of Credit Suisse First Boston. From 1981 to February 1999, he was Chairman and Chief Executive Officer of Schneider Electric, of 8

which he became Honorary Chairman in February 1999. Pineau-Valencienne was a director of the Company and Equitable Life from July 1992 to February 1995, a member of the Supervisory Board of AXA, director of CGIP, Aventis (formerly Rhone-Poulenc, S.A.), Sema Group PLC (UK), Soft Computing, and Swiss Helvetic Fund; and a member of the Advisory Board of Booz-Allen & Hamilton. He has also served as a director of Equitable Life since February 1996. 22. Defendant George J. Sella, Jr. ("Sella") is a director of the Company. Sella retired as Chairman and Chief Executive Officer of American Cyanamid Company in April 1993. He also serves as a director of Coulter Pharmaceutical and a director of Equitable Life. 23. Defendant Peter J. Tobin ("Tobin") is a director of the Company. Tobin is the dean of the Peter J. Tobin College of Business Administration of St. John's University since August 1998. He was Chief Financial Officer at Chase Manhattan Corporation from 1996 to 1997. Prior thereto, he was Chief Financial Officer of Chemical Bank (which merged with Chase in 1996) from 1991 to 1996. He is a director of The CIT Group, Inc., H.W. Wilson Company and P.A. Consulting and has been a director of Equitable Life since March 1999. 24. Defendant Dave H. Williams ("Williams") is a director of the Company. Williams is Chairman of the Board of Directors of Alliance Capital Management Corporation ("Alliance") and is Chairman or a director of numerous subsidiaries and affiliates of Alliance. He was Senior Executive Vice President of 9

AXA from January 1997 until January 2000. Williams has been a director of Equitable Life since March 1991. 25. The defendants listed in paragraphs 6 through 24 are hereinafter referred to as the "Individual Defendants." The Individual Defendants, by reason of their corporate directorship and/or executive positions, are fiduciaries to and for the Company's shareholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner and in the best interests of the Company's shareholders. 26. Each Individual Defendant herein is sued individually as a conspirator and aider and abettor, as well as in his capacity as an officer and/or director of the Company, and the liability of each arises from the fact that he has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein.

which he became Honorary Chairman in February 1999. Pineau-Valencienne was a director of the Company and Equitable Life from July 1992 to February 1995, a member of the Supervisory Board of AXA, director of CGIP, Aventis (formerly Rhone-Poulenc, S.A.), Sema Group PLC (UK), Soft Computing, and Swiss Helvetic Fund; and a member of the Advisory Board of Booz-Allen & Hamilton. He has also served as a director of Equitable Life since February 1996. 22. Defendant George J. Sella, Jr. ("Sella") is a director of the Company. Sella retired as Chairman and Chief Executive Officer of American Cyanamid Company in April 1993. He also serves as a director of Coulter Pharmaceutical and a director of Equitable Life. 23. Defendant Peter J. Tobin ("Tobin") is a director of the Company. Tobin is the dean of the Peter J. Tobin College of Business Administration of St. John's University since August 1998. He was Chief Financial Officer at Chase Manhattan Corporation from 1996 to 1997. Prior thereto, he was Chief Financial Officer of Chemical Bank (which merged with Chase in 1996) from 1991 to 1996. He is a director of The CIT Group, Inc., H.W. Wilson Company and P.A. Consulting and has been a director of Equitable Life since March 1999. 24. Defendant Dave H. Williams ("Williams") is a director of the Company. Williams is Chairman of the Board of Directors of Alliance Capital Management Corporation ("Alliance") and is Chairman or a director of numerous subsidiaries and affiliates of Alliance. He was Senior Executive Vice President of 9

AXA from January 1997 until January 2000. Williams has been a director of Equitable Life since March 1991. 25. The defendants listed in paragraphs 6 through 24 are hereinafter referred to as the "Individual Defendants." The Individual Defendants, by reason of their corporate directorship and/or executive positions, are fiduciaries to and for the Company's shareholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner and in the best interests of the Company's shareholders. 26. Each Individual Defendant herein is sued individually as a conspirator and aider and abettor, as well as in his capacity as an officer and/or director of the Company, and the liability of each arises from the fact that he has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein. CLASS ACTION ALLEGATIONS 27. Plaintiff brings this action on its own behalf and as a class action on behalf of all AXA shareholders as of August 30, 2000 and their successors in interest (the "Class"), who are or will be deprived of their equity interest in AXA at an unfair price under the proposed buy out of the Company's public shareholders through the wrongful acts described herein. Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with defendants. 10

28. This action is properly maintainable as a class action pursuant to CPLR 901 for the following reasons: a. The Class of AXA shareholders for whose benefit this action is brought is so numerous that joinder of all Class members is impracticable. There are more than 432,000 shares of the Company's stock outstanding, approximately 40% of which are held by the public. b. There are thousands holders of record of the Company's common stock, hundreds of which were holders of record in the United States. The exact current number of Class members is unknown to plaintiff at this time and can only be ascertained through appropriate discovery. c. There are questions of law and fact which are common to members of the Class and which predominate over any questions affecting only individual members. The common questions include, inter alia, the following:

AXA from January 1997 until January 2000. Williams has been a director of Equitable Life since March 1991. 25. The defendants listed in paragraphs 6 through 24 are hereinafter referred to as the "Individual Defendants." The Individual Defendants, by reason of their corporate directorship and/or executive positions, are fiduciaries to and for the Company's shareholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner and in the best interests of the Company's shareholders. 26. Each Individual Defendant herein is sued individually as a conspirator and aider and abettor, as well as in his capacity as an officer and/or director of the Company, and the liability of each arises from the fact that he has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein. CLASS ACTION ALLEGATIONS 27. Plaintiff brings this action on its own behalf and as a class action on behalf of all AXA shareholders as of August 30, 2000 and their successors in interest (the "Class"), who are or will be deprived of their equity interest in AXA at an unfair price under the proposed buy out of the Company's public shareholders through the wrongful acts described herein. Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with defendants. 10

28. This action is properly maintainable as a class action pursuant to CPLR 901 for the following reasons: a. The Class of AXA shareholders for whose benefit this action is brought is so numerous that joinder of all Class members is impracticable. There are more than 432,000 shares of the Company's stock outstanding, approximately 40% of which are held by the public. b. There are thousands holders of record of the Company's common stock, hundreds of which were holders of record in the United States. The exact current number of Class members is unknown to plaintiff at this time and can only be ascertained through appropriate discovery. c. There are questions of law and fact which are common to members of the Class and which predominate over any questions affecting only individual members. The common questions include, inter alia, the following: (1) whether defendants have engaged in a plan and scheme to deceive and coerce the minority public shareholders of AXA to sell their shares at a grossly inadequate price and to enrich themselves at the expense of these public minority shareholders; (2) whether the proposed freeze-out is grossly unfair to the Company's minority public shareholders; (3) whether defendants have engaged and are continuing to engage in a plan and scheme to eliminate the Company's minority public shareholders through unfair means and devices; (4) whether defendants are engaged in self-dealing by reason of the proposed acquisition; 11

(5) whether the directors of the Company are independent of AXA Group or have a disabling conflict of interest; (6) whether plaintiff and the other members of the Class would be irreparably damaged were the transactions complained of herein consummated; and (7) whether defendants have breached the fiduciary and other common law duties owed by them to plaintiff and the other members of the Class. d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of

28. This action is properly maintainable as a class action pursuant to CPLR 901 for the following reasons: a. The Class of AXA shareholders for whose benefit this action is brought is so numerous that joinder of all Class members is impracticable. There are more than 432,000 shares of the Company's stock outstanding, approximately 40% of which are held by the public. b. There are thousands holders of record of the Company's common stock, hundreds of which were holders of record in the United States. The exact current number of Class members is unknown to plaintiff at this time and can only be ascertained through appropriate discovery. c. There are questions of law and fact which are common to members of the Class and which predominate over any questions affecting only individual members. The common questions include, inter alia, the following: (1) whether defendants have engaged in a plan and scheme to deceive and coerce the minority public shareholders of AXA to sell their shares at a grossly inadequate price and to enrich themselves at the expense of these public minority shareholders; (2) whether the proposed freeze-out is grossly unfair to the Company's minority public shareholders; (3) whether defendants have engaged and are continuing to engage in a plan and scheme to eliminate the Company's minority public shareholders through unfair means and devices; (4) whether defendants are engaged in self-dealing by reason of the proposed acquisition; 11

(5) whether the directors of the Company are independent of AXA Group or have a disabling conflict of interest; (6) whether plaintiff and the other members of the Class would be irreparably damaged were the transactions complained of herein consummated; and (7) whether defendants have breached the fiduciary and other common law duties owed by them to plaintiff and the other members of the Class. d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff's claims are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. SUBSTANTIVE ALLEGATIONS 29. On August 30, 2000, AXA Group announced that it would acquire all of the outstanding shares of AXA it did not already own. Under the proposal, AXA shareholders would receive consideration consisting of $32.10 in cash and 0.1271 of an AXA Group American Depositary share with a total purported value of $53.50 per AXA share. This announcement was made following a phenomenal year of growth. The stock price has risen by 54%. 30. The buy out proposal is contingent on the completion of a previously announced transaction whereby AXA would sell its 71% interest in DLJ to Credit Suisse Group of Zurich. 12

31. In response to the announcement of the offer, AXA stock rose 6 cents per share to $52.38. Several analysts following the Company downgraded their ratings of AXA on August 31, 2000. 32. The offered consideration is grossly inadequate and unfair in light of the Company's financial performance and future prospects and the current and projected market value of AXA's shares. As reported in the financial media

(5) whether the directors of the Company are independent of AXA Group or have a disabling conflict of interest; (6) whether plaintiff and the other members of the Class would be irreparably damaged were the transactions complained of herein consummated; and (7) whether defendants have breached the fiduciary and other common law duties owed by them to plaintiff and the other members of the Class. d. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff's claims are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. SUBSTANTIVE ALLEGATIONS 29. On August 30, 2000, AXA Group announced that it would acquire all of the outstanding shares of AXA it did not already own. Under the proposal, AXA shareholders would receive consideration consisting of $32.10 in cash and 0.1271 of an AXA Group American Depositary share with a total purported value of $53.50 per AXA share. This announcement was made following a phenomenal year of growth. The stock price has risen by 54%. 30. The buy out proposal is contingent on the completion of a previously announced transaction whereby AXA would sell its 71% interest in DLJ to Credit Suisse Group of Zurich. 12

31. In response to the announcement of the offer, AXA stock rose 6 cents per share to $52.38. Several analysts following the Company downgraded their ratings of AXA on August 31, 2000. 32. The offered consideration is grossly inadequate and unfair in light of the Company's financial performance and future prospects and the current and projected market value of AXA's shares. As reported in the financial media by numerous analysts including Morningstar.com, AXA beat earnings estimates and reported second quarter net revenues of $2.8 billion. An August 2, 2000, Morningstar.com wire story characterized the Company's long-term fundamentals as "compelling." 33. Obtaining control over the Company will provide substantial financial benefits to AXA Group, which benefit is not reflected in the buy out offer to be made to AXA's minority shareholders. Thus, the AXA Group is seeking to eliminate AXA's public shareholders at a grossly inadequate and unfair price. 34. Defendants AXA Group as the majority controlling shareholders of the Company, and the Individual Defendants, owe the Company's minority public shareholders the highest duty of loyalty, honesty and fairness. These defendants have breached their fiduciary duties to the minority shareholders by not having AXA Group offer a fair price to the minority. 35. Because AXA Group owns a majority of the equity of AXA, it would be practically impossible for any other bidder to fairly bid for control of AXA without its consent and cooperation. 13

36. The proposed consideration to be paid to the public shareholders is grossly unfair, inadequate and substantially below the fair or inherent value of AXA. Its value is materially greater than the consideration being offered, taking into account the Company's financial results, the strength of its business, its future prospects, its assets and earnings power, as well as its market price. 37. The proposed transaction will deny plaintiff and other Class members their rights to share proportionately in the true value of AXA's assets and future growth in profits and earnings. AXA Group intend to appropriate these assets and the ongoing business for themselves at a price which is substantially less than its fair market value.

31. In response to the announcement of the offer, AXA stock rose 6 cents per share to $52.38. Several analysts following the Company downgraded their ratings of AXA on August 31, 2000. 32. The offered consideration is grossly inadequate and unfair in light of the Company's financial performance and future prospects and the current and projected market value of AXA's shares. As reported in the financial media by numerous analysts including Morningstar.com, AXA beat earnings estimates and reported second quarter net revenues of $2.8 billion. An August 2, 2000, Morningstar.com wire story characterized the Company's long-term fundamentals as "compelling." 33. Obtaining control over the Company will provide substantial financial benefits to AXA Group, which benefit is not reflected in the buy out offer to be made to AXA's minority shareholders. Thus, the AXA Group is seeking to eliminate AXA's public shareholders at a grossly inadequate and unfair price. 34. Defendants AXA Group as the majority controlling shareholders of the Company, and the Individual Defendants, owe the Company's minority public shareholders the highest duty of loyalty, honesty and fairness. These defendants have breached their fiduciary duties to the minority shareholders by not having AXA Group offer a fair price to the minority. 35. Because AXA Group owns a majority of the equity of AXA, it would be practically impossible for any other bidder to fairly bid for control of AXA without its consent and cooperation. 13

36. The proposed consideration to be paid to the public shareholders is grossly unfair, inadequate and substantially below the fair or inherent value of AXA. Its value is materially greater than the consideration being offered, taking into account the Company's financial results, the strength of its business, its future prospects, its assets and earnings power, as well as its market price. 37. The proposed transaction will deny plaintiff and other Class members their rights to share proportionately in the true value of AXA's assets and future growth in profits and earnings. AXA Group intend to appropriate these assets and the ongoing business for themselves at a price which is substantially less than its fair market value. 38. The proposed consideration is not the result of arm's-length negotiations and is not based upon an independent evaluation of the current value of the Company's assets or business, but was fixed arbitrarily as part of defendants' unlawful plan and scheme to obtain AXA at the lowest possible price. 39. Defendants are not acting in good faith toward plaintiff and the Class; have breached and are breaching their fiduciary duties to plaintiff and the Class; and have willfully participated in unfair dealing toward plaintiff and the Class. 40. As a result of the actions of the defendants, plaintiff and other members of the Class have been and will be damaged in that they are the victims of unfair dealing and are not receiving the fair value of their interests in the Company. 14

41. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and will succeed in their plan to enrich themselves by excluding plaintiff and other members of the Class from their fair proportionate share of the Company, all to the irreparable harm of plaintiff and the Class. 42. The acts and transactions causing injury to plaintiff and the Class have occurred and will occur in this district if the proposed merger is consummated. 43. Plaintiff and the Class have no adequate remedy at law. WHEREFORE, plaintiff, on behalf of itself and the Class, pray for judgment and relief as follows:

36. The proposed consideration to be paid to the public shareholders is grossly unfair, inadequate and substantially below the fair or inherent value of AXA. Its value is materially greater than the consideration being offered, taking into account the Company's financial results, the strength of its business, its future prospects, its assets and earnings power, as well as its market price. 37. The proposed transaction will deny plaintiff and other Class members their rights to share proportionately in the true value of AXA's assets and future growth in profits and earnings. AXA Group intend to appropriate these assets and the ongoing business for themselves at a price which is substantially less than its fair market value. 38. The proposed consideration is not the result of arm's-length negotiations and is not based upon an independent evaluation of the current value of the Company's assets or business, but was fixed arbitrarily as part of defendants' unlawful plan and scheme to obtain AXA at the lowest possible price. 39. Defendants are not acting in good faith toward plaintiff and the Class; have breached and are breaching their fiduciary duties to plaintiff and the Class; and have willfully participated in unfair dealing toward plaintiff and the Class. 40. As a result of the actions of the defendants, plaintiff and other members of the Class have been and will be damaged in that they are the victims of unfair dealing and are not receiving the fair value of their interests in the Company. 14

41. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and will succeed in their plan to enrich themselves by excluding plaintiff and other members of the Class from their fair proportionate share of the Company, all to the irreparable harm of plaintiff and the Class. 42. The acts and transactions causing injury to plaintiff and the Class have occurred and will occur in this district if the proposed merger is consummated. 43. Plaintiff and the Class have no adequate remedy at law. WHEREFORE, plaintiff, on behalf of itself and the Class, pray for judgment and relief as follows: A. Declaring this action to be a proper class action and certifying plaintiff as the representative of the Class; B. Declaring that defendants have committed a gross abuse of trust and have breached their fiduciary and other duties to plaintiff and other members of the Class; C. Enjoining defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from proceeding with, consummating or closing the proposed buy out; D. In the event the proposed buy out is consummated, rescinding it and setting it aside or granting plaintiff and the other members of the Class rescissionary damages; 15

E. Requiring defendants to account to plaintiff and the Class for all profits obtained from the breaches of fiduciary duty alleged herein; F. Awarding plaintiff and the Class compensatory damages, together with appropriate prejudgment interest at the minimum rate allowable by law; G. Awarding plaintiff and the Class their costs and expenses for the litigation, including reasonable attorneys' fees and other disbursements; and

41. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and will succeed in their plan to enrich themselves by excluding plaintiff and other members of the Class from their fair proportionate share of the Company, all to the irreparable harm of plaintiff and the Class. 42. The acts and transactions causing injury to plaintiff and the Class have occurred and will occur in this district if the proposed merger is consummated. 43. Plaintiff and the Class have no adequate remedy at law. WHEREFORE, plaintiff, on behalf of itself and the Class, pray for judgment and relief as follows: A. Declaring this action to be a proper class action and certifying plaintiff as the representative of the Class; B. Declaring that defendants have committed a gross abuse of trust and have breached their fiduciary and other duties to plaintiff and other members of the Class; C. Enjoining defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from proceeding with, consummating or closing the proposed buy out; D. In the event the proposed buy out is consummated, rescinding it and setting it aside or granting plaintiff and the other members of the Class rescissionary damages; 15

E. Requiring defendants to account to plaintiff and the Class for all profits obtained from the breaches of fiduciary duty alleged herein; F. Awarding plaintiff and the Class compensatory damages, together with appropriate prejudgment interest at the minimum rate allowable by law; G. Awarding plaintiff and the Class their costs and expenses for the litigation, including reasonable attorneys' fees and other disbursements; and H. Granting such other and further relief as this Court deems to be necessary and appropriate. Dated: New York, New York September 1, 2000 WECHSLER HARWOOD HALEBIAN & FEFFER LLP
By: /s/ Robert I. Harwood ----------------------------Robert I. Harwood 488 Madison Avenue, 8th Floor New York, NY 10022 (212) 935-7400

Attorneys for Plaintiff 16

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

E. Requiring defendants to account to plaintiff and the Class for all profits obtained from the breaches of fiduciary duty alleged herein; F. Awarding plaintiff and the Class compensatory damages, together with appropriate prejudgment interest at the minimum rate allowable by law; G. Awarding plaintiff and the Class their costs and expenses for the litigation, including reasonable attorneys' fees and other disbursements; and H. Granting such other and further relief as this Court deems to be necessary and appropriate. Dated: New York, New York September 1, 2000 WECHSLER HARWOOD HALEBIAN & FEFFER LLP
By: /s/ Robert I. Harwood ----------------------------Robert I. Harwood 488 Madison Avenue, 8th Floor New York, NY 10022 (212) 935-7400

Attorneys for Plaintiff 16

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

HARBOR FINANCE PARTNERS, individually : Index No. And On Behalf Of A Class Of Persons Similarly Situated, : 00-603784
: : - against : : AXA FINANCIAL, INC., AXA GROUP, : EDWARD D. MILLER. CLAUDE BEBEAR, : JOHN S. CHALSTY, FRANCOISE COLLOC'H, : HENRI DE CASTRIES, CLAUS-MICHAEL DILL, : JOSEPH L. DIONNE, JEAN-RENE FOURTOU, : DONALD J. GREENE, ANTHONY J. HAMILTON, : JOHN T. HARTLEY, JOHN H.F. HASKELL, JR., : MICHAEL HEGARTY, NINA HENDERSON, W. EDWIN : JARMAIN, DIDIER PINEAU-VALENCIENNE, GEORGE J. : SELLA, JR., PETER J. TOBIN, and DAVE H. WILLIAMS, : Defendants. : ================================================================================ Plaintiff,

SUMMONS AND COMPLAINT

WECHSLER HARWOOD HALEBIAN & FEFFER LLP Attorneys for Plaintiff

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

HARBOR FINANCE PARTNERS, individually : Index No. And On Behalf Of A Class Of Persons Similarly Situated, : 00-603784
: : - against : : AXA FINANCIAL, INC., AXA GROUP, : EDWARD D. MILLER. CLAUDE BEBEAR, : JOHN S. CHALSTY, FRANCOISE COLLOC'H, : HENRI DE CASTRIES, CLAUS-MICHAEL DILL, : JOSEPH L. DIONNE, JEAN-RENE FOURTOU, : DONALD J. GREENE, ANTHONY J. HAMILTON, : JOHN T. HARTLEY, JOHN H.F. HASKELL, JR., : MICHAEL HEGARTY, NINA HENDERSON, W. EDWIN : JARMAIN, DIDIER PINEAU-VALENCIENNE, GEORGE J. : SELLA, JR., PETER J. TOBIN, and DAVE H. WILLIAMS, : Defendants. : ================================================================================ Plaintiff,

SUMMONS AND COMPLAINT

WECHSLER HARWOOD HALEBIAN & FEFFER LLP Attorneys for Plaintiff 488 MADISON AVENUE NEW YORK. N.Y. 10022 (212) 935-7400

To:

Service of a copy of the within is hereby admitted. Dated __________________________ ________________________________

Attorney(s) for ================================================================================

PLEASE TAKE NOTICE: |_| NOTICE OF ENTRY that the within is a (certified) true copy of an duly entered in the office or the clerk of the within named court on |_| NOTICE OF SETTLEMENT that an , of which the within is a true copy, will be presented for settlement to the Hon. one of the judges of the within named Court, at
on Dated: Yours, etc. , at

WECHSLER HARWOOD HALEBIAN & FEFFER LLP

Attorneys for 411 MADISON AVENUE To: NEW YORK, N.Y. 10022 Attorneys for (212) 935-7400


				
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