0000089024-10-000164.txt : 20120706 0000089024-10-000164.hdr.sgml : 20120706 20100310162843 ACCESSION NUMBER: 0000089024-10-000164 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA EQUITABLE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000727920 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135570651 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-161963 FILM NUMBER: 10670875 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: AXA-EQUITABLE LIFE INSURANCE CO DATE OF NAME CHANGE: 20040928 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/ DATE OF NAME CHANGE: 19920703 S-3/A 1 e12221.txt REGISTRATION STATEMENT Registration No. 333-161963 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AXA EQUITABLE LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 13-5570651 (I.R.S. Employer Identification No.) 1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104 (212) 554-1234 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DODIE KENT VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL AXA EQUITABLE LIFE INSURANCE COMPANY 1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104 (212) 554-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all communications to: THOMAS LAUERMAN, ESQ. JORDEN BURT LLP 1025 THOMAS JEFFERSON STREET, N.W. WASHINGTON, D.C. 20007 ------------------------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. | | If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. | | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer | | Accelerated filer | | Non-accelerated filer |X| Smaller reporting company | | (do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------- Title of each class Proposed maximum Proposed maximum Amount of of securities to be Amount to be offering price per aggregate offering registration registered registered(1) unit(1) price(1) fee(2) --------------------------------------------------------------------------------------------------------------------- Interests in Variable $40,000,000.00 $2,824.22 Indexed Options of AXA Equitable Life Insurance Company - - - -
--------------- (1) An indeterminate amount (or number) of interests in the Variable Indexed Option of AXA Equitable Life Insurance Company will be issued at indeterminate prices, insomuch as said securities will be issued, in U.S. dollar amounts, rather than units. In no event will the aggregate maximum offering price of all securities issued pursuant to this registration statement exceed $40,000,000.00. (2) $100 of the registration fee was paid with the initial filing of this Registration Statement on September 17, 2009, and, accordingly, only the remaining balance of $2,724.22 is being paid herewith. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Market Stabilizer Option Available Under Certain Variable Life Insurance Policies Issued by AXA Equitable Life Insurance Company PROSPECTUS DATED , 2010 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your policy. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus. This Prospectus is in addition to the appropriate variable life insurance policy prospectus and all information in the appropriate variable life insurance policy prospectus continues to apply unless addressed by this Prospectus. -------------------------------------------------------------------------------- AXA Equitable Life Insurance Company (the "Company") issues the Market Stabilizer Option described in this Prospectus. The Market Stabilizer Option is available only under certain variable life insurance policies that we offer and may not be available through your financial professional. Among the many terms associated with the Market Stabilizer Option are: o Index-Linked Return for approximately a one year period tied to the performance of the S&P 500 Price Return index, which excludes dividends as described below. o Index-Linked Return will be applied at the end of the period (your Segment Term) on the Segment Maturity Date and only to amounts remaining within the segment until the Segment Maturity Date. The Index-Linked Return will not be applied before the Segment Maturity Date. o The Index-Linked Return could be positive, zero or in certain circumstances negative as described below. Therefore, there is the possibility of a negative return on this investment at the end of your Segment Term, which could result in a significant loss of principal. o An Early Distribution Adjustment will be made for distributions (including deductions) from the Segment Account Value before the Segment Maturity Date. Any Early Distribution Adjustment that is made will cause you to lose principal through the application of a Put-Option Factor, as explained later in this Prospectus, and that loss could potentially be substantial. Please see "Early Distribution Adjustment" later in this Prospectus for an explanation of the Put Option Factor and of why the Early Distribution Adjustment is usually negative. Therefore you should carefully consider whether to make such distributions and/or maintain enough value in your Unloaned Guaranteed Interest Option ("Unloaned GIO") and/or variable investment options to cover your monthly deductions. The Unloaned GIO is the portion of the Guaranteed Interest Option ("GIO") that is not being held to secure policy loans you have taken. As described later in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions. -------------------------------------------------------------------------------- These are only some of the terms associated with the Market Stabilizer Option. Please read this Prospectus for more details about the Market Stabilizer Option. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus as well as the appropriate variable life insurance policy and policy rider for this option. Please refer to page 4 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer Option. PLEASE REFER TO PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK FACTORS. -------------------------------------------------------------------------------- OTHER AXA EQUITABLE POLICIES. We offer a variety of fixed and variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to find out more about any other AXA Equitable insurance policy. WHAT IS THE MARKET STABILIZER OPTION? The Market Stabilizer Option ("MSO") is an investment option available under certain AXA Equitable variable life insurance policies. The option provides for participation in the performance of the S&P 500 Price Return index, which excludes dividends (the "Index") up to the Growth Cap Rate that we set on the Segment Start Date. On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal to or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -25% for the Segment Term. In that case only the negative performance in excess of -25% will be applied to the Segment Account Value and you bear the entire risk of loss of principal for the portion of negative performance that exceeds -25%. Please see the examples on page 5. -------------------------------------------------------------------------------- PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION ADJUSTMENT" LATER IN THIS PROSPECTUS. -------------------------------------------------------------------------------- Although under the appropriate variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of the MSO Holding Account. Please note that once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. -------------------------------------------------------------------------------- The Market Stabilizer Option(SM) is not sponsored, endorsed, sold or promoted by Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Market Stabilizer Option(SM) or any member of the public regarding the advisability of investing in securities generally or in the Market Stabilizer Option(SM) particularly or the ability of the S&P 500 Price Return index (the "Index") to track general stock market performance. S&P's and its third party licensor's only relationship to AXA Equitable is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to AXA Equitable or Market Stabilizer Option(SM). S&P and its third party licensors have no obligation to take the needs of AXA Equitable or the owners of the Market Stabilizer Option(SM) into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Market Stabilizer Option(SM) or the timing of the issuance or sale of the Market Stabilizer Option(SM) or in the determination or calculation of the equation by which the Market Stabilizer Option(SM) is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Market Stabilizer Option(SM). -------------------------------------------------------------------------------- The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X02785 (R-4/15) To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Contents of this Prospectus -------------------------------------------------------------------------------- MARKET STABILIZER OPTION -------------------------------------------------------------------------------- Who is AXA Equitable? 3 -------------------------------------------------------------------------------- 1. DEFINITIONS 4 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2. FEE TABLE SUMMARY 6 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 3. RISK FACTORS 7 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 4. DESCRIPTION OF THE MARKET STABILIZER OPTION 8 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 5. DISTRIBUTION OF THE POLICIES 16 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 6. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 17 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- APPENDICES -------------------------------------------------------------------------------- I -- Early Distribution Adjustment Examples A-1 ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner. 2 Contents of this Prospectus To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Who is AXA Equitable? -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable"), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA SA ("AXA"). AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings, Inc. and AXA Equitable Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the policies. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the policies. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $581.2 billion in assets as of December 31, 2009. For more than 150 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia and Puerto Rico. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. HOW TO REACH US Please refer to the "How to reach us" section of the appropriate variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions. Who is AXA Equitable? 3 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 1. Definitions -------------------------------------------------------------------------------- Charge Reserve Amount -- A minimum amount of policy account value in the Unloaned GIO that you are required to maintain in order to approximately cover the estimated monthly charges for the policy (including, but not limited to, the policy's monthly cost of insurance charge, the policy's monthly administrative charge, the policy's monthly mortality and expense risk charge, the MSO's monthly Variable Index Segment Account Charge and any monthly optional rider charges) during the Segment Term. The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy's monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be reduced by each subsequent monthly deduction (but not to less than zero). There is no requirement to maintain a Charge Reserve Amount if you are not in a Segment. Please see "Segments" later in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on a Segment Start Date in order to meet this requirement. Downside Protection (also referred to in your policy as the "Segment Loss Absorption Threshold Rate") -- This is your protection against negative performance of the S&P 500 Price Return index for a Segment held until its Segment Maturity Date. It is currently -25%. The Downside Protection is set on the Segment Start Date at the Company's sole discretion. However, the Downside Protection will not change during a Segment Term and at least -25% of Downside Protection will always be provided when a Segment is held until the Segment Maturity Date. Early Distribution Adjustment ("EDA," may also be referred to in your policy as the "Market Value Adjustment") -- The EDA is an adjustment that we make to your Segment Account Value, before a Segment matures, in the event you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or any other distribution from a Segment. (Such other distributions would include any distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, any unpaid loan interest, or any distribution in connection with the exercise of a rider available under your policy.) An EDA that is made will cause you to lose principal, and that loss could be substantial. The EDA will usually result in a reduction in your Segment Account Value and your other policy values. Therefore, you should give careful consideration before taking any early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment. Please see "Early Distribution Adjustment" later in this Prospectus for more information. Growth Cap Rate -- The maximum rate of return that will be applied to a Segment Account Value. The Growth Cap Rate is set for each Segment on the Segment Start Date at the Company's sole discretion. The Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. Index -- The S&P 500 Price Return index, which is the S&P 500 index excluding dividends. This index includes 500 leading companies in leading industries in the U.S. economy. Index Performance Rate -- The Index Performance Rate measures the percentage change in the Index during a Segment Term for each Segment. If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion. Please see "Change in Index" for more information. The Index Performance Rate is calculated by ((b) divided by (a)) minus one, where: (a) is the value of the Index at the close of business on the Segment Start Date, and (b) is the value of the Index at the close of business on the Segment Maturity Date. We determine the value of the Index at the close of business, which is the end of a business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index value is, for any other reason, not published on the Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published. Index-Linked Rate of Return -- The rate of return we apply to calculate the Index-Linked Return which is based on the Index Performance Rate adjusted to reflect the Growth Cap Rate and protection against negative performance. Therefore, if the performance of the Index is zero or positive, we will apply that performance up to the Growth Cap Rate. If the performance of the Index is negative, we will apply performance of zero unless the decline in the performance of the Index is below -25% in which case negative performance in excess of -25% will apply. Please see the chart under "Index-Linked Return" for more information. Index-Linked Return -- The amount that is applied to the Segment Account Value on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate of Return multiplied by the Segment Account Value on the Segment Maturity Date. The Index-Linked Return may be positive, negative or zero. The Indexed-Linked Return is only applied to amounts that remain in a Segment Account Value until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to an Early Distribution Adjustment. 4 Definitions To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Initial Segment Account -- The amount initially transferred to a Segment from the MSO Holding Account on its Segment Start Date, net of: (a) the Variable Index Benefit Charge (see "Charges" later in this Prospectus) and (b) the amount, if any, that may have been transferred from the MSO Holding Account to the Unloaned GIO to cover the Charge Reserve Amount (see "Charge Reserve Amount" later in this Prospectus). Such a transfer would be made from the MSO Holding Account to cover the Charge Reserve Amount only (1) if you have given us instructions to make such a transfer or (2) in the other limited circumstances described under "Segments" later in this Prospectus. MSO Holding Account -- This is a portion of the EQ/Money Market variable investment option that holds amounts designated by the policy owner for investment in the MSO prior to any transfer into the next available new Segment. Segment -- The portion of your total investment in the MSO that is associated with a specific Segment Start Date. You create a new Segment each time an amount is transferred from the MSO Holding Account into a Segment Account. Segment Account Value (also referred to in your policy as the "Segment Account") -- The amount of an Initial Segment Account subsequently reduced by any monthly deductions, policy loans and unpaid loan interest, and distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, which are allocated to the Segment. Any such reduction in a Segment Account Value prior to its Segment Maturity Date will result in a corresponding Early Distribution Adjustment, which will cause you to lose principal, and that loss could be substantial. Whether the Index Performance Rate has been positive or negative, this Early Distribution Adjustment generally will further reduce the Segment Account Value. A Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option. For example, if you put $1000 into the MSO Holding Account, $992.50 would go into a Segment. This amount represents the Initial Segment Account. The Segment Account Value represents the value in the Segment which gets reduced by any deductions allocated to the Segment, with corresponding EDAs, through the course of the Segment Term. The Segment Distribution Value represents what you would receive upon surrendering the policy and reflects the EDA upon surrender. Segment Distribution Value (also referred to in your policy as the "Segment Value") -- This is the Segment Account Value minus the Early Distribution Adjustment that would apply on a full surrender of that Segment at any time prior to the Segment Maturity Date. Segment Distribution Values will be used in determining policy value available to cover monthly deductions, proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the policy account value. Segment Maturity Date -- The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to a Segment Account Value. Segment Maturity Value -- This is the Segment Account Value adjusted by the Index-Linked Return for that Segment. Segment Start Date -- The Segment Start Date is the day on which a Segment is created. Segment Term -- The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future. Definitions 5 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 2. Fee Table Summary --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- When Charge is Current Non- Guaranteed MSO Charges Deducted guaranteed Maximum -------------------------------------------------------------------------------- Variable Index Benefit On 0.75% 0.75% Charge Segment Start Date -------------------------------------------------------------------------------- Variable Index Segment At the 0.65% 1.65% Account Charge beginning of each policy month during the Segment Term -------------------------------------------------------------------------------- Total 1.40% 2.40% --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- Maximum Spread When Charge is Percentage that May Other Deducted be Deducted -------------------------------------------------------------------------------- Loan Interest On each policy New York and Oregon Spread* for anniversary (or on policies: 2% Amounts of Policy loan termination, if All other policies: 5% Loans Allocated to earlier) MSO Segment --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- Maximum Amount When Charge is that May be Other Deducted Deducted -------------------------------------------------------------------------------- Early Distribution On surrender or 75% of Segment Adjustment other distribution Account Value** (including loan) from an MSO Segment prior to its Segment Maturity Date --------------------------------------------------------------------------------
* We charge interest on policy loans but credit you with interest on the amount of the policy account value we hold as collateral for the loan. The "spread" is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your policy account value that we hold as collateral for the loan. ** The actual amount of Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in detail under "Early Distribution Adjustment" later in this Prospectus. The maximum amount of the adjustment would occur if there is a total distribution at a time when the Index has declined to zero. This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life insurance policy prospectus. The base variable life insurance policy's mortality and expense risk charge and current non-guaranteed Customer Loyalty Credit will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk charge is part of the policy monthly charges. Please see "How we deduct policy monthly charges during a Segment Term" for more information. The Customer Loyalty Credit offsets some of the monthly charges. Please refer to the appropriate variable life insurance policy prospectus for more information. 6 Fee Table Summary To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 3. Risk Factors -------------------------------------------------------------------------------- There are risks associated with some features of the Market Stabilizer Option: o There is a risk of a substantial loss of your principal because you agree to absorb all losses from the portion of any negative Index performance that exceeds -25%. o Your Index-Linked Return is also limited by the Growth Cap Rate, which could cause your Index-Linked Return to be lower than it would otherwise be if you participated in the full performance of the S&P 500 Price Return index. o You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment. o Negative consequences apply if, for any reason, amounts you have invested in a Segment are removed before the Segment Maturity Date. Specifically, with respect to the amounts removed early, you would (1) forfeit any positive Index performance and (2) be subject to an Early Distribution Adjustment that exposes you to a risk of potentially substantial loss of principal. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA will cause you to lose some principal on an early removal. o The following types of removals of account value from a Seg ment will result in the above-mentioned penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your policy; (c) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (d) certain distributions in connection with the exercise of a rider available under your policy; and (e) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders). o Certain of the above types of early removals can occur (and thus result in penalties to you) without any action on your part. Examples include (i) certain distributions we might make from your Segment Account Value to enable your policy to continue to qualify as life insurance and (ii) deductions we might make from your Segment Account Value to pay charges if the Charge Reserve Amount becomes insufficient. o Any applicable EDA will generally be affected by changes in both the volatility and level of the S&P 500 Price Return Index. Any EDA applied to any Segment Account Value is linked to the estimated value of a put option on the S&P 500 Price Return index as described later in this Prospectus. The estimated value of the put option and, consequently, the amount of the EDA will generally be higher after increases in market volatility or after the Index experiences a negative return following the Segment Start Date. o Once policy account value is in a Segment, you cannot transfer out of a Segment and you can only make withdrawals out of a Segment if you surrender your policy. This would result in the imposition of any applicable surrender charges and EDA. o We may not offer new Segments so there is also the possibility that a Segment may not be available for a Segment Renewal at the end of your Segment Term(s). o We also reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer. o No company other than AXA Equitable has any legal responsibility to pay amounts that AXA Equitable owes under the policies. o The amounts required to be maintained in the Unloaned GIO for the Charge Reserve Amount during the Segment Term may earn a return that is less than the return you might have earned in another investment option. Risk Factors 7 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 4. Description of the Market Stabilizer Option -------------------------------------------------------------------------------- We offer a Market Stabilizer Option that provides a rate of return tied to the performance of the Index. MSO HOLDING ACCOUNT The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return as the EQ/Money Market variable investment option. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily. Before any account value is transferred into a Segment, you can transfer amounts from the MSO Holding Account into other investment options available under your policy at any time subject to any transfer restrictions within your policy. You can transfer into and out of the MSO Holding Account at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer policy account value into the MSO Holding Account on the 3rd Friday of June, 2010. That policy account value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer policy account value out of the MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the "How to reach us" section of the appropriate variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions. On the Segment Start Date, account value in the MSO Holding Account, excluding charges and any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under "Segments" immediately below. SEGMENTS Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a Segment Maturity Date on the 3rd Friday of the same calendar month in the succeeding calendar year. In order for any amount to be transferred from the MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date: (1) The Growth Cap Rate for that Segment must be equal to or greater than your minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this Prospectus). (2) There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see "Charge Reserve Amount" later in this Prospectus). (3) The Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO ("A"), the Variable Index Benefit Charge rate ("B"), the annualized monthly Variable Index Segment Account Charge rate ("C") and the current annualized monthly mortality and expense risk charge rate ("D"). The Growth Cap Rate must be greater than (A+B+C+D). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C+D) have been considered exceeds the interest crediting rate currently being offered in the Unloaned GIO. (4) It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law. (5) The total amount allocated to your Segments under your policy on that date must be less than any limit we may have established. If there is sufficient policy account value in the Unloaned GIO to cover the Charge Reserve Amount, then no transfers to the Unloaned GIO will need to be made. If there is insufficient value in the Unloaned GIO to cover the Charge Reserve Amount and we do not receive instructions from you specifying the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements at the Segment Start Date, or the transfer instructions are not possible due to insufficient funds, then the required amount will be transferred proportionately from your variable investment options including the MSO Holding Account. If after any transfers there would be an insufficient amount in the Unloaned GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next available Segment does not qualify per your minimum Growth Cap Rate instructions and the conditions listed above, then your amount in the MSO Holding Account will remain there until further instruction by you. We will mail you a notice informing you that account value did not transfer from the MSO Holding Account into a Segment. These notices are mailed on or about the next business day after the applicable Segment Start Date. SEGMENT MATURITY Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of: (a) the Segment Maturity Value rolled over into the MSO Holding Account 8 Description of the Market Stabilizer Option To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green (b) the Segment Maturity Value transferred to the variable invest ment options available under your policy (c) the Segment Maturity Value transferred to the Unloaned GIO. If we do not receive your transfer instructions before the Segment Maturity Date, your Segment Maturity Value will automatically be rolled over into the MSO Holding Account for investment in the next available Segment, subject to the conditions listed under "Segments" above. However, if we are not offering the MSO at that time, we will transfer the Segment Maturity Value to the investment options available under your policy per your instructions or to the EQ/Money Market investment option if no instructions are received. Please see "Right to Discontinue and Limit Amounts Allocated to the MSO" for more information. Although, under the appropriate variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options there will be no transfer charges for any of the transfers discussed in this section. GROWTH CAP RATE By allocating your account value to the MSO, you can participate in the performance of the Index up to the applicable Growth Cap Rate that we declare on the Segment Start Date. Please note that this means you will not know the Growth Cap Rate for a new Segment until after the account value has been transferred from the MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment Maturity Date. Please see "Transfers" below. Each Segment is likely to have a different Growth Cap Rate. However, the Growth Cap Rate will never be less than 6%. Your protection against negative performance for a Segment held until its Segment Maturity Date is currently -25% ("Downside Protection" also referred to in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the right, for new Segments, to increase your Downside Protection against negative performance. For example, if we were to adjust the Downside Protection for a Segment to -100%, the Index-Linked Rate of Return for that Segment would not go below 0%. Please note that any increase in the protection against negative performance would likely result in a lower Growth Cap Rate than would otherwise apply. We will provide notice between 15 and 45 days before any change in the Downside Protection is effective. Any change would only apply to new Segments started after the effective date of the change, which (coupled with the 15-45 day notice we will give) will afford you the opportunity to decline to participate in any Segment that reflects a change in the Downside Protection. The Growth Cap Rate and Downside Protection are set at the Company's sole discretion. However, the Growth Cap Rate can never be less than 6% and we may only increase your Downside Protection from the current -25%. As part of your initial instructions in selecting the MSO, you will specify what your minimum acceptable Growth Cap Rate is for a Segment. You may specify a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified then the account value will not be transferred from the MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at 6%. In addition, for account value to transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO ("A"), the Variable Index Benefit Charge rate ("B"), the annualized monthly Variable Index Segment Account Charge rate ("C") and the current annualized monthly mortality and expense risk charge rate ("D"). The Growth Cap Rate must be greater than (A+B+C+D). For example, assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%, the annualized monthly Variable Index Segment Account charge rate were 0.65% and the annualized monthly mortality and expense charge rate were 0.85%. Based on those assumptions (which we provide only for illustrative purposes and will not necessarily correspond to actual rates), because these numbers total 6.25%, no amounts would be transferred into any Segment unless we declare a Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return" later in this Prospectus for more information. As another example, you may specify a minimum Growth Cap Rate of 8%. If we set the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO Holding Account will be made into that new Segment provided all other requirements and conditions discussed in this Prospectus are met. If we set the Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be made into that Segment. No transfer will be made until a Segment Growth Cap Rate equal to or greater than 8% is set and all requirements are met or you transfer account value out of the MSO Holding Account. GROWTH CAP RATE AVAILABLE DURING INITIAL YEAR If you allocate policy account value to any Segment that commences during the first year that the MSO is available to you under your policy, our current practice is to establish a Growth Cap Rate that is at least 15%. This 15% minimum Growth Cap Rate would apply to all Segment Terms that commence: o During the first policy year, if the MSO was available to you as a feature of your policy when the policy was issued; or o For in-force policies, during the one year period beginning with the date when the MSO was first made available to you after your policy was issued. We may terminate or change this 15% initial year minimum Growth Cap Rate at any time; but any such change or termination would apply to you only if your policy is issued, or the MSO was first made available to you, after such modification or termination. After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap Rate will revert back to 6%. INDEX-LINKED RETURN We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the Segment Description of the Market Stabilizer Option 9 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Account Value on the Segment Maturity Date. The Segment Account Value is net of the Variable Index Benefit Charge described below as well as any monthly deductions, policy loans and unpaid interest, distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law and any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described later in this Prospectus.
-------------------------------------------------------------------------------- If the Index: Your Index-Linked Rate of Return will be: -------------------------------------------------------------------------------- goes up by more than the equal to the Growth Cap Rate Growth Cap Rate goes up less than or equal equal to the Index Performance Rate to the Growth Cap Rate stays flat or goes down 25% equal to 0% or less goes down by more than negative but will not reflect the first 25% 25% of downside performance --------------------------------------------------------------------------------
For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index has gone up 20% over your Segment Term, you will receive a 15% credit to your Segment Account Value on the Segment Maturity Date. If the Index had gone up by 13% from your Segment Start Date to your Segment Maturity Date then you would receive a credit of 13% to your Segment Account Value on the Segment Maturity Date. If the Index had gone down 20% over the Segment Term then you would receive a return of 0% to your Segment Account Value on the Segment Maturity Date. If the Index had gone down by 30% by your Segment Maturity Date then your Segment Account Value would be reduced by 5% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to -25%. The minimum Growth Cap Rate is 6%. However, account value will only transfer into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal to or greater than your specified minimum Growth Cap Rate and meets the conditions discussed earlier in the "Growth Cap Rate" section. In those instances where the account value in the MSO Holding Account does not transfer into a new Segment, the account value will remain in the MSO Holding Account until the next available, qualifying Segment unless you transfer the account value into the Unloaned GIO and/or other investment option available under your policy subject to any conditions and restrictions. For instance, if we declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% but we are currently crediting an annual interest rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of the charges (B+C+D) discussed in the Growth Cap Rate section then your account value will remain in the MSO Holding Account on the date the new Segment would have started. As indicated above, you must transfer account value out of the MSO Holding Account into the Unloaned GIO and/or other investment options available under your policy if you do not want to remain in the MSO Holding Account. If we declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth Cap Rate" section plus the annual interest rate on the Unloaned GIO are less than 6% and all requirements are met then the net amount of the account value in the MSO Holding Account will transfer into a new Segment. If you specified a minimum Growth Cap Rate of 10% in the above examples then account value would not transfer into a new Segment from the MSO Holding Account because the Growth Cap Rate did not meet your specified minimum Growth Cap Rate. The Index-Linked Return is only applied to amounts that remain in a Segment until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment. CHANGE IN INDEX If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion. If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature as of the substitution date using the S&P 500 Price Return index to calculate the Index-Linked Return through that date. With an alternative index, the Downside Protection would remain the same or greater. However, an alternative index may reduce the Growth Cap Rates we can offer. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the S&P 500 Price Return index. If the S&P 500 Price Return index were to be discontinued or substantially changed, thereby affecting the Index-Linked Return of existing Segments, we will mature the Segments based on the most recently available closing value of the Index before it is discontinued or changed. Such maturity will be as of the date of such most recently available closing value of the Index and we will use that closing value to calculate the Index-linked Return through that date. We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection. For example, if the Index was up 12% at the time we matured the Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your Segment Account Value. If the Index was down 30% at the time we matured the Segment, we would credit a 5% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as soon as practicable. In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see "Segment Maturity" earlier in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also 10 Description of the Market Stabilizer Option To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green reserve the right to not offer new Segments. Please see "Right to Discontinue and Limit Amounts Allocated to the MSO" later in this Prospectus. CHARGES There is a current percentage charge of 1.40% of any policy account value allocated to each Segment. We reserve the right to increase or decrease the charge although it will never exceed 2.40%. Of this percentage charge, 0.75% will be deducted on the Segment Start Date from the amount being transferred from the MSO Holding Account into the Segment as an up-front charge ("Variable Index Benefit Charge"), with the remaining 0.65% annual charge (of the current Segment Account Value) being deducted from the policy account on a monthly basis during the Segment Term ("Variable Index Segment Account Charge").
-------------------------------------------------------------------------------- Current Non- Guaranteed MSO Charges guaranteed Maximum -------------------------------------------------------------------------------- Variable Index Benefit Charge 0.75% 0.75% -------------------------------------------------------------------------------- Variable Index Segment Account 0.65% 1.65% Charge -------------------------------------------------------------------------------- Total 1.40% 2.40% --------------------------------------------------------------------------------
This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life insurance policy prospectus. The base variable life insurance policy's mortality and expense risk charge and current non-guaranteed Customer Loyalty Credit will also be applicable to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk charge is part of the policy monthly charges. Please see "How we deduct policy monthly charges during a Segment Term" for more information. The Customer Loyalty Credit offsets some of the monthly charges. Please refer to the appropriate variable life insurance policy prospectus for more information. If a Segment is terminated prior to maturity by policy surrender, or reduced prior to maturity by monthly deductions (if other funds are insufficient) or by loans or a Guideline Premium Force-out as described below, we will refund a proportionate amount of the Variable Index Benefit Charge corresponding to the surrender or reduction and the time remaining until Segment Maturity. The refund will be administered as part of the Early Distribution Adjustment process as described above. This refund will increase your surrender value or remaining Segment Account Value, as appropriate. Please see Appendix I for an example and further information. CHARGE RESERVE AMOUNT If you elect the Market Stabilizer Option, you are required to maintain a minimum amount of policy account value in the Unloaned GIO to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount. The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy's monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made.The Charge Reserve Amount on other than a Segment Start Date (or the effective date of a requested face amount increase -- please see "Requested Face Amount Increases" below for more information) will be the Charge Reserve Amount determined as of the latest Segment Start Date (or effective date of a face amount increase) reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. When you select the MSO, as part of your initial instructions, you will be asked to specify the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements, if necessary. No transfer restrictions apply to amounts that you wish to transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement. If your values in the variable investment options including the MSO Holding Account and the unloaned portion of our GIO are insufficient to cover the Charge Reserve Amount, no new Segment will be established. Please see "Segments" above for more information regarding the Charge Reserve Amount and how amounts may be transferred to meet this requirement. Please note that the Charge Reserve Amount may not be sufficient to cover actual monthly deductions during the Segment Term. Although the Charge Reserve Amount will be re-calculated on each Segment Start Date, and the amount already present in the Unloaned GIO will be supplemented through transfers from your value in the variable investment options including the MSO Holding Account, if necessary to meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium payments, investment performance, loans, policy partial withdrawals from other investment options besides the MSO, and any changes we might make to current policy charges. HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM Under your base variable life insurance policy, monthly deductions are allocated to the variable investment options and the Unloaned GIO according to deduction allocation percentages specified by you or based on a proportionate allocation should any of the individual investment option values be insufficient. However, if the Market Stabilizer Option is elected, on the Segment Start Date, deduction allocation percentages will be changed so that 100% of monthly deductions will be taken from the Unloaned GIO during the Segment Term. In addition, if the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy's proportionate allocation procedure will be modified as follows: 1. The first step will be to take the remaining portion of the deductions proportionately from the values in the variable investment options, including any value in the MSO Holding Account but excluding any Segment Account Values. Description of the Market Stabilizer Option 11 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 2. If the Unloaned GIO and variable investment options, including any value in the MSO Holding Account, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Distribution Values. 3. Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value. The effect of those procedures is that account value will be taken out of a Segment to pay a monthly deduction (and an EDA therefore applied) only if there is no remaining account value in any other investment options, as listed in 1. and 2. above. In addition, your base variable life insurance policy will lapse if your net policy account value (please refer to your base variable life insurance policy prospectus for a further explanation of this term) is not enough to pay your policy's monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment Distribution Value will be used in place of the Segment Account Value in calculating the net policy account. These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date. EARLY DISTRIBUTION ADJUSTMENT Overview Before a Segment matures, if you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or other distributions from a Segment, we will apply an Early Distribution Adjustment. The application of the EDA is based on your agreement (under the terms of the MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index will have fallen by more than 25%. The EDA uses what we refer to as a Put Option Factor to estimate the market value, at the time of an early distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the early distribution) until its Segment Maturity Date. By charging you with a deduction equal to that estimated value, the EDA provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated when the Index has declined over the course of that Segment. In the event of an early distribution, the EDA will cause you to lose principal, and that loss may be substantial. The EDA would usually reduce your Segment Account Value and your other policy values, even if the Index has experienced positive performance since the Segment Start Date. That is because there is always some risk that the Index would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any early distribution) until that time. We determine the EDA and the Put Option Factor by formulas that are described below under "Additional Detail." Important Considerations When any surrender, loan, charge deduction or other distribution is made from a Segment before its Segment Maturity Date: 1. You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre-Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Therefore, you should give careful consideration before taking any such early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and 2. The EDA will be applied, which means that: a. If the Index has fallen more than 25% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of that loss below 25%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in Appendix I for further information.) b. If the Index has fallen since the Segment Start Date, but by less than 25%, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined further to a point more than 25% below what it was at the Segment Start Date. (Please see example I in Appendix I for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply the EDA. It also would generally be less than it would be under the circumstances in 2a. above. c. If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined to a point more than 25% below what it was at the Segment Start Date. (Please see examples II and IV in Appendix I for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above. In addition to the consequences discussed in 2. above, the EDA also has the effect of pro rating the Variable Index Benefit Charge. As discussed further below, this means that you in effect would receive a proportionate refund of this charge for the portion of the Segment Term that follows the early surrender, loan, policy distribution, or charge deduction that caused us to apply the EDA. In limited circumstances, this refund may cause the total EDA to be positive. For the reasons discussed above, the Early Distribution Adjustment to the Segment Account Value will usually reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For loans and charge deductions, the Early Distribution Adjustment would usually further reduce the account value remaining in the Segment Account Value and therefore decrease the Segment Maturity Value. 12 Description of the Market Stabilizer Option To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Additional Detail For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is: (a) the Put Option Factor multiplied by the Segment Account Value -minus- (b) a pro-rata portion of the 0.75% Variable Index Benefit Charge attributable to the Segment Account Value. (Please see "Charges" earlier in this Prospectus for an explanation of this charge.) The Put Option Factor multiplied by the Segment Account Value represents, at any time during the Segment Term, the estimated market value of your potential exposure to negative S&P 500 Price Return index performance that is worse than -25%. The Put Option Factor, on any date, represents the estimated value on that date of a "put option" (as described below) on the Index having a notional value equal to $1 and strike price at Segment Maturity equal to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike price of the option ($0.75) is the difference between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity that would be absorbed by the Downside Protection feature of the MSO (please see "Growth Cap Rate" earlier in this Prospectus for an explanation of the Downside Protection.) In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price -- which was set at issue -- and the underlying index closing price, in the event that the closing price is below the strike price. The notional value can be described as the price of the underlying index at inception of the contract. In the event that a number of options, or a fractional number of options was purchased, the notional value would be the number of options multiplied by the price of the index at inception. The Company will utilize a fair market value methodology to determine the Put Option Factor. For this purpose, we use the Black Scholes formula for valuing a European put option on the S&P 500 Price Return index, assuming a continuous dividend yield, with inputs that are consistent with current market prices. The inputs to the Black Scholes Model include: (1) We receive daily quotes from banks for implied volatilities based on the market prices of S&P 500 Price Return put options with maturities of 1,3,6,9 and 12 months, and for each maturity, a range of ratios of strike price versus current price ("moneyness"). In calculating the Put Option Factor, we will derive a volatility level for the Segment's time to maturity and moneyness by interpolating between adjacent time to maturity and moneyness quotes. (2) LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized financial reporting vendor. We will use linear interpolation to derive the exact remaining duration rate needed as the input. (3) Index Dividend Yield -- On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors. In general, the Put Option Factor has an inverse relationship with the S&P 500 Price Return index. In addition to the factors discussed above, the Put Option Factor is also influenced by time to Segment Maturity. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If any inputs to the Black Scholes formula are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day. Appendix I at the end of this Prospectus provides examples of how the Early Distribution Adjustment is calculated. TRANSFERS There is no charge to transfer into and out of the MSO Holding Account and you can make a transfer at any time to or from the investment options available under your policy subject to any transfer restrictions within your policy. Any restrictions applicable to transfers between the MSO Holding Account and such investment options would be the same transfer restrictions applicable to transfers between the investment options available under your policy. However, once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the remaining Charge Reserve Amount. Thus the amount available for transfers from the Unloaned GIO will not be greater than any excess of the Unloaned GIO over the remaining Charge Reserve Amount. WITHDRAWALS Once policy account value has been swept from the MSO Holding Account into a Segment, you will not be allowed to withdraw the account value out of a Segment before the Segment Maturity Date unless you surrender your policy. You may also take a loan; please see "Loans" later in this Prospectus for more information. Any account value taken out of a Segment before the Segment Maturity Date will generate an Early Distribution Adjustment. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for withdrawals from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy account value in a Segment, the amount which would otherwise be available to you for a partial withdrawal of net cash surrender value will be reduced, by the amount (if any) by which the sum of your Segment Distribution Values and the Charge Reserve Amount exceeds the policy surrender charge. Description of the Market Stabilizer Option 13 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green If the policy owner does not indicate or if we cannot allocate the withdrawal as requested due to insufficient funds, we will allocate the withdrawal proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account. CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE If you have amounts allocated to MSO Segments, the Segment Distribution Values will be used in place of the Segment Account Values in calculating the amount of any cash surrender value, net cash surrender value and maximum amount available for loans (please refer to your base variable life insurance policy prospectus for a further explanation of these latter terms). This means an EDA would apply to those amounts. Please see Appendix I for more information. GUIDELINE PREMIUM FORCE-OUTS For policies that use the Guideline Premium Test, a new Segment will not be established or created if we determine, when we process your election, that a distribution from the policy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term. However, during a Segment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the Internal Revenue Code, it will be deducted proportionately from the values in the Unloaned GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the MSO Holding Account but excluding any Segment Account Values. If the Unloaned GIO (excluding the Charge Reserve Amount) and variable investment options, including any value in the MSO Holding Account, are insufficient to cover the force-out in its entirety, any remaining amount required to be forced out will be taken from the individual Segments proportionately, based on the current Segment Distribution Values. ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE. If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, and the Segment Distribution Values, is still insufficient to cover the force-out in its entirety, the remaining amount of the force-out will be allocated to the Unloaned GIO and reduce or eliminate any remaining Charge Reserve Amount under the Unloaned GIO. LOANS Please refer to the appropriate variable life insurance policy prospectus for information regarding policy loan provisions. You may specify how your loan is to be allocated among the MSO, the variable investment options and the Unloaned GIO. Any portion of a requested loan allocated to the MSO will be redeemed from the individual Segments and the MSO Holding Account proportionately, based on the value of the MSO Holding Account and the current Segment Distribution Values of each Segment. Any portion allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread (2% for policies with a contract state of New York and Oregon and 5% for other policies). If you do not indicate or if we cannot allocate the loan from your values in the MSO Holding Account and Segment(s), the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options, we will allocate the loan proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account. If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, are insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the individual Segments proportionately, based on current Segment Distribution Values. ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD. If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account and the Segment Distribution Values, are still insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the Unloaned GIO and will reduce or eliminate the remaining Charge Reserve Amount. Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the same basis as monthly deductions. See "How we deduct policy monthly charges during a Segment Term." Whether or not any Segment is in effect and has not yet reached its Segment Maturity Date, loan repayments will first reduce any loaned amounts that are subject to the higher maximum loan interest spread. Loan repayments will first be used to restore any amounts that, before being designated as loan collateral, had been in the Unloaned GIO. Any portion of an additional loan repayment allocated to the MSO at the policy owner's direction (or according to premium allocation percentages) will be transferred to the MSO Holding Account to await the next available Segment Start Date and will be subject to the same conditions described earlier in this Prospectus. PAID UP DEATH BENEFIT GUARANTEE Please note that the MSO is not available while the Paid Up Death Benefit Guarantee is in effect. Please see the appropriate variable life insurance policy prospectus for more information. REQUESTED FACE AMOUNT INCREASES Please refer to the appropriate variable life insurance policy prospectus for conditions that will apply for a requested face amount increase. 14 Description of the Market Stabilizer Option To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green If you wish to make a face amount increase during a Segment Term, the MSO requires that a minimum amount of policy account value be available to be transferred into the Unloaned GIO (if not already present in the Unloaned GIO), and that the balance after deduction of monthly charges remain there during the longest remaining Segment Term subject to any loans as described above. This minimum amount will be any amount necessary to supplement the existing Charge Reserve Amount so as to be projected to be sufficient to cover all monthly deductions during the longest remaining Segment Term. Such amount will be determined assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account value, and that no further policy changes or additional premium payments are made. Any necessary transfers to supplement the amount already present in the Unloaned GIO in order to meet this minimum requirement will take effect on the effective date of the face amount increase. There will be no charge for this transfer. Any transfer from the variable investment options including the MSO Holding Account will be made in accordance with your directions. Your transfer instructions will be requested as part of the process for requesting the face amount increase. If the requested allocation is not possible due to insufficient funds, the required amount will be transferred proportionately from the variable investment options, as well as the MSO Holding Account. If such transfers are not possible due to insufficient funds, your requested face amount increase will be declined. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS Please refer to the appropriate variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days. However, the policy prospectus provisions that address when amounts will be allocated to the investment options do not apply to amounts allocated to the MSO. In those states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which you have allocated to the MSO into our EQ/Money Market investment option. In this case, on the first business day following the later of the twentieth day after your policy is issued or the Investment Start Date (30th day in most states if your policy is issued as the result of a replacement, 60th day in NY), we will re-allocate those amounts to the MSO Holding Account where they will remain until the next available Segment Start Date, at which time such amounts will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. In all other states, any amounts allocated to the MSO will first be allocated to the MSO Holding Account where they will remain for 20 days (unless the policy is issued as the result of a replacement, in which case amounts in the MSO Holding Account will remain there for 30 days (45 days in PA)). Thereafter, such amounts will be transferred to a new Segment of the MSO on the next available Segment Start Date, subject to meeting the conditions described in this Prospectus. RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO We reserve the right to restrict or terminate future allocations to the MSO at any time. If this right were ever to be exercised by us, all Segments outstanding as of the effective date of the restriction would be guaranteed to continue uninterrupted until the Segment Maturity Date. As each such Segment matured, the balance would be reallocated to the Unloaned GIO and/or variable investment options per your instructions, or to the EQ/Money Market investment option if no instructions are received. We may also temporarily suspend offering Segments at any time and for any reason including emergency conditions as determined by the Securities and Exchange Commission. We also reserve the right to establish a maximum amount for any single policy that can be allocated to the MSO. ABOUT SEPARATE ACCOUNT NO. 67 Amounts allocated to the MSO are held in a "non-unitized" separate account we have established under the New York Insurance Law. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account. Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes. Although the above generally describes our plans for investing the assets supporting our obligations under MSO, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. Description of the Market Stabilizer Option 15 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 5. Distribution of the policies -------------------------------------------------------------------------------- The MSO is only available only under certain variable life insurance policies issued by AXA Equitable. Extensive information about the arrangements for distributing the variable life insurance policies, including sales compensation, is included under "Plan of Distribution" in the appropriate variable life insurance policy prospectus and under "Distribution of the Policies" in the statement of additional information that relates to that prospectus. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate or an indirect wholly owned subsidiary of AXA Equitable. 16 Distribution of the policies To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green 6. Incorporation of certain documents by reference -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2009 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. AXA Equitable files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with the SEC a registration statement relating to the Market Stabilizer Option (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. After the date of this Prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), will be considered to become part of this Prospectus because they are incorporated by reference. Any statement contained in a document that is or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file the Registration Statement and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of the Exchange Act reports (but not any other exhibits). Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can access our website at www.axa-equitable.com. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The consolidated financial statements of AXA Equitable at December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 are incorporated by reference herein in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to AXA Equitable as permitted by the applicable SEC independence rules, and as disclosed in AXA Equitable's Form 10-K. PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York 10017. Incorporation of certain documents by reference 17 To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green Appendix I: Early Distribution Adjustment Examples -------------------------------------------------------------------------------- HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION VALUE Explanation of formulas and derivation of Put Option Factors is provided below.
------------------------------------------------------------------------------------------------------------------------------------ Division of MSO into Segments Segment 1: Segment 2: Total ------------------------------------------------------------------------------------------------------------------------------------ Start Date 3rd Friday of July, Calendar Year Y 3rd Friday of January, Calendar Year Y ------------------------------------------------------------------------------------------------------------------------------------ Maturity Date 3rd Friday of July, Calendar Year Y+1 3rd Friday of January, Calendar Year Y+1 ------------------------------------------------------------------------------------------------------------------------------------ Segment Term 1 year 1 year ------------------------------------------------------------------------------------------------------------------------------------ Valuation Date 3rd Friday of October, Calendar Year Y 3rd Friday of October, Calendar Year Y ------------------------------------------------------------------------------------------------------------------------------------ INITIAL SEGMENT ACCOUNT 1,000 1,000 2,000 ------------------------------------------------------------------------------------------------------------------------------------ Variable Index Benefit Charge 0.75% 0.75% ------------------------------------------------------------------------------------------------------------------------------------ Remaining Segment Term 9 months / 12 months = 9/12 = 0.75 3 months / 12 months = 3/12 = 0.25 ------------------------------------------------------------------------------------------------------------------------------------
EXAMPLE I - THE INDEX IS DOWN 10% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT
-------------------------------------------------------------------------------- Change in Index Value -10% -------------------------------------------------------------------------------- Put Option Factor 0.020673 Put Option Component: 1000 * 0.020673 = 20.67 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 20.67 - 5.67 = 15.00 -------------------------------------------------------------------------------- Early Distribution Adjustment -------------------------------------------------------------------------------- Segment Distribution Value 1000 - 15.00 = 985.00 -------------------------------------------------------------------------------- EDA/Segment Account Value 15.00/1000 = 1.50% -------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------- Change in Index Value -10% Total ----------------------------------------------------------------------------------------- Put Option Factor 0.003425 Put Option Component: 1000 * 0.003425 = 3.43 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 3.43 - 1.89 = 1.54 ----------------------------------------------------------------------------------------- Early Distribution Adjustment 16.54 ----------------------------------------------------------------------------------------- Segment Distribution Value 1000 - 1.54 = 998.46 1,983.46 ----------------------------------------------------------------------------------------- EDA/Segment Account Value 1.54/1000 = 0.15% -----------------------------------------------------------------------------------------
EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT
-------------------------------------------------------------------------------- Change in Index Value 10% -------------------------------------------------------------------------------- Put Option Factor 0.003229 Put Option Component: 1000 * 0.003229 = 3.23 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 3.23 - 5.67 = -2.44 -------------------------------------------------------------------------------- Early Distribution Adjustment -------------------------------------------------------------------------------- Segment Distribution Value 1000 - (-2.44) = 1002.44 -------------------------------------------------------------------------------- EDA/Segment Account Value -2.44/1000 = -0.24% -------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------- Change in Index Value 10% Total ----------------------------------------------------------------------------------------- Put Option Factor 0.000037 Put Option Component: 1000 * 0.000037 = 0.04 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 0.04 - 1.89 = -1.85 ----------------------------------------------------------------------------------------- Early Distribution Adjustment -4.29 ----------------------------------------------------------------------------------------- Segment Distribution Value 1000 - (-1.85) = 1001.85 2,004.29 ----------------------------------------------------------------------------------------- EDA/Segment Account Value -1.85/1000 = -0.19% -----------------------------------------------------------------------------------------
A-1 Appendix I: Early Distribution Adjustment Examples To receive this document electronically, sign up for e-delivery today at www.axa-equitable.com/green EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT
-------------------------------------------------------------------------------- Change in Index Value -40% -------------------------------------------------------------------------------- Put Option Factor 0.163397 Put Option Component: 1000 * 0.163397 = 163.40 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 163.40 - 5.67 = 157.73 -------------------------------------------------------------------------------- Early Distribution Adjustment -------------------------------------------------------------------------------- Segment Distribution Value 1000 - 157.73 = 842.27 -------------------------------------------------------------------------------- EDA/Segment Account Value 157.73/1000 = 15.77% -------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------- Change in Index Value -40% Total ----------------------------------------------------------------------------------------- Put Option Factor 0.152132 Put Option Component: 1000 * 0.152132 = 152.13 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 152.13 - 1.89 = 150.24 ----------------------------------------------------------------------------------------- Early Distribution Adjustment 307.97 ----------------------------------------------------------------------------------------- Segment Distribution Value 1000 - 150.24 = 849.76 1,692.03 ----------------------------------------------------------------------------------------- EDA/Segment Account Value 150.24/1000 = 15.02% -----------------------------------------------------------------------------------------
EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT
-------------------------------------------------------------------------------- Change in Index Value 40% -------------------------------------------------------------------------------- Put Option Factor 0.000140 Put Option Component: 1000 * 0.000140 = 0.14 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 0.14 - 5.67 = -5.53 -------------------------------------------------------------------------------- Early Distribution Adjustment -------------------------------------------------------------------------------- Segment Distribution Value 1000 - (-5.53) = 1005.53 -------------------------------------------------------------------------------- EDA/Segment Account Value -5.53/1000 = -0.55% -------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------- Change in Index Value 40% Total ----------------------------------------------------------------------------------------- Put Option Factor 0.000000 Put Option Component: 1000 * .000000 = 0.00 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 0.00 - 1.89 = -1.89 ----------------------------------------------------------------------------------------- Early Distribution Adjustment -7.42 ----------------------------------------------------------------------------------------- Segment Distribution Value 1000 - (-1.89) = 1001.89 2,007.42 ----------------------------------------------------------------------------------------- EDA/Segment Account Value -1.89/1000 = -0.19% -----------------------------------------------------------------------------------------
(1) Early Distribution Adjustment = (Segment Account Value) x [(Put Option Factor) - (Number of days between Valuation Date and Maturity Date) / (Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 - 0.0075) )] (2) Segment Distribution Value = (Segment Account Value) - (Early Distribution Adjustment). (3) Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes - the standard measure used by the market to quote option prices - as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility - 25%; (2) Libor rate corresponding to remainder of segment term - 1.09% annually; (3) Index dividend yield - 2% annually. B. Example of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index Value of -40% Loan Amount: 750 Date: 3rd Friday of October, Calendar Year Y Explanation of formulas below. The Index is down 40% at the time of the Early Distribution Adjustment
-------------------------------------------------------------------------------------------------------------------- Change in Index Value -40% -40% Total -------------------------------------------------------------------------------------------------------------------- Loan Allocation 750 x 842.27/1,692.03 = 373.34 750 x 849.76/1,692.03 = 376.66 750 -------------------------------------------------------------------------------------------------------------------- Segment Distribution Value 842.27 - 373.34 = 468.93 849.76 - 376.66 = 473.10 942.03 after Loan -------------------------------------------------------------------------------------------------------------------- Segment Account Value after 468.93/(1 - 0.1577) = 556.73 473.10/(1 - 0.1502) = 556.72 1113.45 Loan -------------------------------------------------------------------------------------------------------------------- Early Distribution Adjustment 1,000 - 556.73 - 373.34 = 69.93* 1,000 - 556.72 - 376.66 = 66.62** 136.55 --------------------------------------------------------------------------------------------------------------------
(a) Loan Allocation: On pro-rata basis based on Segment Distribution Values. (b) Segment Distribution Value after Loan = (Segment Distribution Value) - (Loan Allocation). (c) Early Distribution Adjustment = (Segment Account Value before Loan) - (Segment Account Value after Loan) - (Loan Allocation). * The Put Option Component is 72.75 and the Charge Refund Component is 2.82, for a Total EDA of 69.93 (72.75 - 2.82). ** The Put Option Component is 67.75 and the Charge Refund Component is 1.13, for a Total EDA of 66.62 (67.75 - 1.13). Appendix I: Early Distribution Adjustment Examples A-2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ESTIMATED ITEM OF EXPENSE EXPENSE --------------------------------------------------------------- --------- Registration fees $100.00 Federal taxes N/A State taxes and fees (based on 50 state average) N/A Trustees' fees N/A Transfer agents' fees N/A Printing and filing fees $50,000* Legal fees N/A Accounting fees N/A Audit fees $20,000* Engineering fees N/A Directors and officers insurance premium paid by Registrant N/A ------------- * Estimated expense. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The by-laws of AXA Equitable Life Insurance Company ("AXA Equitable") provide, in Article VII, as follows: 7.4 Indemnification of Directors, Officers and Employees. (a) To the extent permitted by the law of the State of New York and subject to all applicable requirements thereof: (i) any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate, is or was a director, officer or employee of the Company shall be indemnified by the Company; (ii) any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate serves or served any other organization in any capacity at the request of the Company may be indemnified by the Company; and (iii) the related expenses of any such person in any of said categories may be advanced by the Company. (b) To the extent permitted by the law of the State of New York, the Company may provide for further indemnification or advancement of expenses by resolution of shareholders of the Company or the Board of Directors, by amendment of these By-Laws, or by agreement. {Business Corporation Law ss.ss. 721-726; Insurance Law ss.1216} The directors and officers of AXA Equitable are insured under policies issued by X. L. Insurance Company, Arch Insurance Company, Endurance Insurance Company, U.S. Specialty Insurance, St. Paul Travelers and ACE Insurance Company. The annual limit on such policies is $150 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities. ITEM 16. EXHIBITS Exhibits No. (1) (a) Broker-Dealer and General Agent Sales Agreement, incorporated herein by reference to Exhibit 1-A(3)(b) to Registration Statement on Form S-6, File No. 333-17663, filed on December 11, 1996. (b) Distribution and Servicing Agreement among EQ Financial Consultants, Inc. (now AXA Advisors, LLC), Equitable and Equitable Variable dated as of May 1, 1994, incorporated herein by reference to Exhibit 1-A(8) to Registration Statement on Form S-6, File No. 333-17663, filed on December 11, 1996. (c) Distribution Agreement for services by The Equitable Life Assurance Society of the United States to AXA Network, LLC and its subsidiaries dated January 1, 2000, incorporated herein by reference to Exhibit No. 1-A(10)(c) to Registration Statement on Form S-6, File No. 333-17663, filed on April 19, 2001. (d) Distribution Agreement for services by AXA Network, LLC and its subsidiaries to The Equitable Life Assurance Society of the United States dated January 1, 2000, incorporated herein by reference to Exhibit No. 1-A(10)(d) to Registration Statement on Form S-6, File No. 333-17663, filed on April 19, 2001. (e) General Agent Sales Agreement dated January 1, 2000 between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Exhibit 3(h) to the Registration Statement on Form N-4, File No. 2-30070, filed April 19, 2004. (f) First Amendment to General Agent Sales Agreement dated January 1, 2000 between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Exhibit 3(i) to the Registration Statement on Form N-4, File No. 2-30070, filed April 19, 2004. (g) Second Amendment to General Agent Sales Agreement dated January 1, 2000 between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Exhibit 3(j) to the Registration Statement on Form N-4, File No. 2-30070, filed April 19, 2004. (h) Form of BGA Sales Agreement for Fixed and Variable Life Insurance and Annuity Products incorporated herein by reference to Exhibit (c)(iv)(e) to Registration Statement File No. 333-103202 filed on April 27, 2004. (i) The information concerning commissions included in the SAI forming part of registration statement 333-103199 under "Distribution of the policies" is incorporated herein by reference. (j) Third Amendment to General Agent Sales Agreement dated as of January 1, 2000 by and between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries incorporated herein by reference to Exhibit 3(k) to the Registration Statement on Form N-4 (File No. 333-127445), filed on August 11, 2005. (k) Fourth Amendment to General Agent Sales Agreement dated as of January 1, 2000 by and between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries incorporated herein by reference to Exhibit 3(l) to the Registration Statement on Form N-4 (File No. 333- 127445), filed on August 11, 2005. (l) Fifth Amendment, dated as of November 1, 2006, to General Agent Sales Agreement dated as of January 1, 2000 by and between The Equitable Life Assurance Society of the United States and AXA Network, LLC and its subsidiaries incorporated herein by reference to Exhibit 4(p) to Registration Statement on Form N-4 (File No. 2-30070), filed on April 24, 2007. (m) Sixth Amendment, dated as of February 15, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) to Exhibit 3(q), filed on April 20, 2009. (n) Seventh Amendment, dated as of February 15, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) to Exhibit 3(r), filed on April 20, 2009. (o) Eighth Amendment, dated as of November 1, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) to Exhibit 3(s), filed on April 20, 2009. (2) Not applicable (4) (a) Form of Policy Rider filed herewith. II-2 (5) (a) Form of Opinion and Consent of Counsel, previously filed with this Registration Statement, File No. 333-161963 on September 17, 2009. (8) Not applicable (12) Not applicable (15) Not applicable (23)(a) Consent of Independent Registered Public Accounting Firm filed herewith. (24)(a) Powers of Attorney, previously filed with this Registration Statement, File No. 333-161963 on September 17, 2009. (25) Not applicable (26) Not applicable II-3 ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York, on this 10th day of March, 2010. AXA EQUITABLE LIFE INSURANCE COMPANY (Registrant) By: /s/ Dodie Kent --------------------------------- Dodie Kent Vice President and Associate General Counsel AXA Equitable Life Insurance Company As required by the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated: PRINCIPAL EXECUTIVE OFFICERS: *Christopher M. Condron Chairman of the Board, President, Chief Executive Officer and Director PRINCIPAL FINANCIAL OFFICER: *Richard S. Dziadzio Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: *Alvin H. Fenichel Senior Vice President and Chief Accounting Officer *DIRECTORS: Christopher M. Condron Anthony J. Hamilton Scott D. Miller Henri de Castries Mary R. (Nina) Henderson Joseph H. Moglia Denis Duverne James F. Higgins Lorie A. Slutsky Charlynn Goins Peter Kraus Ezra Suleiman Peter J. Tobin *By: /s/ Dodie Kent ------------------------ Dodie Kent Attorney-in-Fact March 10, 2010 II-6 EXHIBIT INDEX EXHIBIT NO. TAG VALUE 4(a) Form of Policy Rider EX-99.4a 23(a) Consent of Independent Registered Public Accounting Firm EX-99.23a EX-99.4A 3 e12221_ex99-4a.txt FORM OF POLICY RIDER VARIABLE INDEXED In this rider "we", "our" and "us" mean AXA Equitable OPTION RIDER Life Insurance Company. "You" and "your" mean the owner of the policy at the time an owner's right is exercised. EFFECTIVE DATE OF THIS RIDER. This rider is effective on the Register Date of the policy. If this rider is added after issue of the policy, the effective date of this rider is shown on the Additional Benefits Rider to which it is attached. The provisions of this rider will apply in lieu of any policy provisions to the contrary. THIS RIDER'S BENEFIT. This rider allows you to allocate your net premiums or transfer amounts of the policy to our Variable Indexed Option (VIO), which is an investment option that provides a rate of return that is tied to the performance of the S&P 500 Price Return index (the "Index") subject to the conditions and limitations described in this rider. Additionally, this rider provides a specified level of protection against declines in the Index. When this rider is in effect, the amount in your Policy Account at any time is equal to the sum of the amounts you then have in our Guaranteed Interest Account (GIA), the investment funds of our Separate Account (SA) under the base policy including the VIO Holding Account, and Segment Accounts. RIDER DEFINITIONS In this section, we define certain terms that are used throughout this rider. Additional terms are defined in other provisions of this rider. INITIAL SEGMENT ACCOUNT. This is the initial amount of the Segment Account for a new Segment on the Segment Start Date. It will be determined based on the amount in your VIO Holding Account on that date, as follows: (1) We will first make any transfer from your value in the VIO Holding Account to the unloaned portion of our GIA, as described in the "Charge Reserve Amount" provision of this rider. (2) Your remaining value in the VIO Holding Account will then be transferred into the new Segment, subject to any limit we have established on the total amount you can allocate to your Segments under this policy. The excess, if any, will not be transferred into the new Segment. We reserve the right to establish or change such a limit at any time. However, we will send you advance written notice if we do this. (3) We will deduct a Variable Index Benefit Charge from the amount to be transferred from the VIO Holding Account into a new Segment on the Segment Start Date, as described in the "Cost of this Rider" provision below. Your Initial Segment Account on the Segment Start Date will then be equal to the balance of this amount after deduction of such charge. SEGMENT. A new Segment is established when an amount is transferred from the VIO Holding Account into a new Segment Account within your policy. In order for any amount to be transferred from the VIO Holding Account into a new Segment Account on a Segment Start Date, all of the following conditions must be met on such date: (1) the Growth Cap Rate set by us for that Segment must be equal to or greater than the minimum Growth Cap Rate, if any, last specified by you; (2) there must be sufficient funds available within the unloaned portion of our GIA and the investment funds of our SA under the base policy including the VIO Holding Account to cover the Charge Reserve Amount as determined by us on such date; (3) the annual interest rate currently being credited on the unloaned portion of our GIA on such date must be less than the Growth Cap Rate we have set for the Segment, reduced by the sum on such date of the Variable Index Benefit Charge rate, the current annualized monthly Variable Index Segment Account Charge rate, and the current annualized monthly mortality and expense risk charge rate; (4) it must not be necessary, as determined by us on such date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law. For more information, see the "Policy Distributions - Applicable Tax Law" provision of this rider; and (5) the total amount allocated to your Segments under your policy on such date must be less than any limit we may have established. If any of the above conditions are not met, no transfer will occur. R09-30 PAGE 1 SEGMENT ACCOUNT. The amount of an Initial Segment Account reduced by any subsequent monthly deductions, policy loans, or policy distributions we deem necessary that are allocated to the Segment. Any such reduction in a Segment Account prior to its Segment Maturity Date will result in a corresponding Segment Market Value Adjustment. Generally, this Segment Market Value Adjustment will further reduce the Segment Account. Segment Accounts are used in calculating policy account values in the determination of death benefits and the net amount at risk for monthly cost of insurance calculations of the policy, and the new base policy face amount associated with a requested change in death benefit option. SEGMENT INDEX-LINKED RETURN. An amount that is added to or subtracted from the Segment Account on the Segment Maturity Date; this amount is equal to the Segment Index Linked Rate of Return, as described in this rider, multiplied by the Segment Account on the Segment Maturity Date. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account. SEGMENT START DATE. The date on which a Segment is established. The Segment Start Date is shown in the "Policy Information" section of the policy. We reserve the right to change the frequency with which we offer new Segments, to stop offering them, or temporarily to suspend offering them. SEGMENT TERM. The term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date. SEGMENT MARKET VALUE ADJUSTMENT. For purposes of determining the Segment Value at any time before the Segment Maturity Date, the Segment Market Value Adjustment is equal to (1) the Put Option Factor multiplied by the current Segment Account, minus (2) a pro-rata portion for the remainder of the Segment Term of the Variable Index Benefit Charge rate multiplied by the current Segment Account, divided by one minus the Variable Index Benefit Charge rate. The Put Option Factor on any date represents the value per $1 of the Segment Account on that date of a put option on the S&P 500 Price Return index having a strike price at Segment Maturity equal to the Segment Account multiplied by the sum of 100% and the Segment Loss Absorption Threshold Rate shown in the "Policy Information" section of the policy. We will utilize a fair market value methodology to determine the Put Option Factor. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. The Put Option Factor that applies to a transaction or determination of Segment Value made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or determination of Segment Value on a non-business day will be the Factor for the next business day. For purposes of determining the Segment Market Value Adjustment to the Segment Account when any portion of a policy loan, policy distribution, or monthly deduction is allocated to a Segment, the Segment Market Value Adjustment will be determined as specified below. (1) The Segment Value will be reduced by the allocated portion of the policy loan, policy distribution, or monthly deduction. (2) Then, the Segment Market Value Adjustment will be equal to the difference between the corresponding reduction in the Segment Account and the allocated portion of the policy loan, policy distribution, or monthly deduction. If the insured person dies during a Segment Term, no negative Segment Market Value Adjustment will apply as a result of such death. Any positive Segment Market Value Adjustment that would be applicable upon a complete surrender of the policy will be included with the amount in your Segment Account to determine the death benefit, if it becomes payable during such time under death benefit Option B or the death benefit is calculated as a percentage of the amount in your Policy Account. R09-30 PAGE 2 SEGMENT MATURITY DATE. The date on which a Segment Term is completed and the Segment Index-Linked Return is added to or subtracted from a Segment Account. The Segment Maturity Date is shown in the "Policy Information" section of the policy. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account. SEGMENT MATURITY VALUE. This is the Segment Account plus or minus the Segment Index-Linked Return for that Segment. SEGMENT VALUE. At any time prior to the Segment Maturity Date, this is the Segment Account minus the Segment Market Value Adjustment. While Segments are in effect, the Segment Values will be used in place of the Segment Accounts in calculating the amount of the Policy Account Value and Net Policy Account Value available for monthly deductions, proportionate surrender charges associated with requested face amount reductions, and other distributions; Cash Surrender Value, subject to any applicable base policy surrender charge; Net Cash Surrender Value; maximum loan value, as referred to in the base policy; and in determining whether any outstanding policy loan and accrued loan interest exceeds the Policy Account Value. VIO HOLDING ACCOUNT. This is a portion of your Policy Account that holds units of the investment fund of our SA under the base policy that is specified in the "Policy Information" section of the policy. Net premiums and other amounts allocated or transferred to the VIO will be used to purchase units of this fund, prior to any transfer into a new Segment. Such units within the VIO Holding Account will be accounted for separately from any other units of this fund you may have purchased. Such units of this fund will be redeemed when any amounts are deducted, loaned, transferred, or withdrawn from the VIO Holding Account. The amount of your Policy Account in the VIO Holding Account at any time will be equal to the number of units this policy then has in that account multiplied by this fund's unit value at that time. RIDER COST COST OF THIS RIDER. There is a Variable Index Benefit Charge that is deducted from the amount being transferred from the VIO Holding Account into a new Segment on a Segment Start Date; such charge is shown in the "Policy Information" section of the policy. Additionally, there is a monthly Variable Index Segment Account Charge that is part of the monthly deductions from your Policy Account (see the "Monthly Deductions" provision of the policy). This charge will apply to each Segment Account while any Segment is in effect. We may change the Variable Index Segment Account Charge from time to time. Any change in such charge will be in accordance with the "Changes in Policy Cost Factors" provision of this rider. The maximum monthly Variable Index Segment Account Charge is shown in the "Table of Maximum Monthly Deductions from Your Policy Account" in the policy. The cost of this rider will apply in any policy year during which a Segment is in effect. The policy's monthly mortality and expense risk charge will also be applicable to the amount of your Policy Account in the VIO Holding Account and in any Segment Accounts. R09-30 PAGE 3 VARIABLE INDEXED OPTION YOUR POLICY ACCOUNT IN OUR VIO. Prior to a Segment Maturity Date, the Policy Account you have in our VIO at any time is equal to the sum of Segment Accounts and any amounts held in the VIO Holding Account. Amounts may be withdrawn from the VIO Holding Account, or may be transferred from the VIO Holding Account to one or more of the other investment funds of our SA under the base policy or to the unloaned portion of our GIA at any time prior to the next Segment Start Date, subject to our normal rules as stated in the provisions of the policy pertaining to these policy transactions. However, once we transfer an amount from the VIO Holding Account into a new Segment on a Segment Start Date, such amount will not be available for requested transfers or partial Net Cash Surrender Value withdrawals until the Segment Maturity Date; see the "Transfers" and "Partial Net Cash Surrender Value Withdrawal" provisions of this rider. On a Segment Maturity Date, we will add or subtract a Segment Index-Linked Return to or from the Segment Account, which will result in the Segment Maturity Value. The Segment Index-Linked Return is equal to the Segment Index-Linked Rate of Return described in this rider, multiplied by the Segment Account on the Segment Maturity Date. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account. SEGMENT INDEX PERFORMANCE RATE. The Segment Index Performance Rate measures the performance of the S&P 500 Price Return index (the "Index") during each Segment Term. o The Segment Index Performance Rate is (b) divided by (a) minus one, where: (a) is the value of the Index at the close of business on the Segment Start Date, and (b) is the value of the Index at the close of business on the Segment Maturity Date. We determine the value of the Index at the close of business, which is the end of a business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index Value is not published on the Segment Start Date or the Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index Value is published. DISCONTINUATION OF OR SUBSTANTIAL CHANGE TO THE INDEX AND ADDITION OF OTHER INDEXES. Subject to the approval of the insurance supervisory official of the jurisdiction in which this policy is delivered, we reserve the right to: 1. substitute an alternative index if the publication of the Index is discontinued or at our sole discretion we determine that our use of the Index should be discontinued, or if the calculation of the Index is substantially changed; and 2. add additional indexes under this rider at any time. We will notify you or any assignee on our records of any such substitution or addition, prior to our use of any alternative or additional index. SEGMENT INDEX-LINKED RATE OF RETURN. The Segment Index-Linked Rate of Return is equal to the Segment Index Performance Rate multiplied by the Guaranteed Participation Rate, but not to exceed the Growth Cap Rate, as defined below. The Segment Index-Linked Rate of Return may be subject to the Segment Loss Absorption Threshold Rate, provided that certain conditions, as described below, are met. o The Guaranteed Participation Rate is the percentage of the Segment Index Performance Rate that we will use to determine the Segment Index-Linked Rate of Return. The Guaranteed Participation Rate is shown in the "Policy Information" section of the policy. R09-30 PAGE 4 o The Growth Cap Rate is the maximum rate of return that a Segment Account can earn. We will set the Growth Cap Rate for each Segment on the Segment Start Date; such rate will not change during a Segment Term. The Growth Cap Rate may vary for each Segment; any change in such rate will be in accordance with the "Changes in Policy Cost Factors" provision of this rider. However, such rate will never be less than the Guaranteed Minimum Growth Cap Rate shown in the "Policy Information" section of the policy. You can specify a minimum Growth Cap Rate below which you do not wish to participate in a Segment. In the event that a Growth Cap Rate is set for a new Segment and that rate is less than the rate you specified, if any, any amounts in the VIO Holding Account will not be transferred into that new Segment. If you do not specify a minimum Growth Cap Rate, any amount in the VIO Holding Account will be transferred into that new Segment, subject to the requirements, conditions, and limitations described in this rider. In the event that a Growth Cap Rate is set for a new Segment and that rate, reduced by the sum of the Variable Index Benefit Charge rate, the current annualized monthly Variable Index Segment Account Charge rate, and the current annualized monthly mortality and expense risk charge rate, is less than or equal to the annual rate of interest currently being credited to the unloaned portion of our GIA on the Segment Start Date, any amount in the VIO Holding Account will not be transferred into that new Segment. o The Segment Loss Absorption Threshold Rate is the maximum percentage decline in the Index over the Segment Term that will be absorbed under this rider with no resulting reduction in your Policy Account at segment maturity due to such decline of the Index. Any percentage decline in the Index in excess of the Segment Loss Absorption Threshold Rate will result in a reduction in your Policy Account. Thus, if the Segment Index Performance Rate is between 0% and the Segment Loss Absorption Threshold Rate, the Segment Index-Linked Rate of Return will be 0% and the Segment Indexed-Linked Return will be zero, resulting in no corresponding reduction in your Policy Account. If the Segment Index Performance Rate is less than the Segment Loss Absorption Threshold Rate, the Segment Index-Linked Rate of Return will be equal to the Segment Index Performance Rate minus the Segment Loss Absorption Threshold Rate and the Segment Index-Linked Return will be negative, resulting in a corresponding reduction in your Policy Account. The Segment Loss Absorption Threshold Rate is shown in the "Policy Information" section of the policy; this Segment Loss Absorption Threshold Rate for a Segment will not change during a Segment Term. We reserve the right to set different Segment Loss Absorption Threshold Rates for new Segments we may offer in the future; such rate will only provide more protection than the Segment Loss Absorption Threshold Rate stated at issue in the "Policy Information" section of the policy. We will send you advance written notice of any such change. The Segment Index-Linked Rate of Return is applied only to amounts that remain in a Segment Account until the Segment Maturity Date. REALLOCATION OF THE SEGMENT MATURITY VALUE. In accordance with your direction, we will transfer all or a portion of the Segment Maturity Value to the VIO Holding Account, any other investment funds of our SA under the base policy or the unloaned portion of our GIA. Any amount for which you do not provide direction will be transferred to the VIO Holding Account. Any amount in the VIO Holding Account, excluding (1) any amount transferred to the unloaned portion of our GIA in order to meet the Charge Reserve Amount requirement described in the "Monthly Deductions" provision of this rider and (2) the Variable Index Benefit Charge, will be transferred to a new Segment on the next available Segment Start Date, subject to other requirements, conditions, and limitations described in this rider. R09-30 PAGE 5 We have the right to restrict future allocations to the VIO. If this occurs, all outstanding Segments as of the effective date of the restriction will continue until their respective Segment Maturity Dates in accordance with the terms of this rider. As each Segment matures, the applicable Segment Maturity Value will be transferred to the unloaned portion of our GIA and/or to one or more investment funds in our SA under the base policy at your direction, or, if no directions are received, to the investment fund shown in the "Policy Information" section of the policy. EFFECT OF THIS RIDER ON POLICY PROVISIONS MONTHLY DEDUCTIONS. While a Segment is in effect, monthly deductions (including any proportionate surrender charge associated with a requested face amount reduction effective at the beginning of a policy month) will not be allocated as specified in the "Allocations" provision of the policy. Instead, the monthly deductions will be made as follows: The monthly deduction allocation percentages will be changed so that 100% of each deduction will be taken from the unloaned portion of our GIA while any Segment is in effect. In the event that your value in the unloaned portion of our GIA is insufficient to fully cover monthly deductions while a Segment remains in effect during a Segment Term, then the deductions will be made as specified below. (a) We will take as much of the remaining portion of the monthly deductions as possible pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy. (b) If your values in the unloaned portion of our GIA and the investment funds of our SA under the base policy including the VIO Holding Account are insufficient to cover the total monthly deductions, the remaining amount of the deductions will then be allocated to any Segments then in effect on a pro-rata basis, based on the current Segment Values of such Segments. Such deduction of the amount allocated to any Segment will cause a corresponding Segment Market Value Adjustment to the Segment Account. These modifications to the deduction allocation rules specified in the "Allocations" provision of the policy will only apply while at least one Segment is in effect. CHARGE RESERVE AMOUNT. We will require that a minimum amount of your Policy Account, called the Charge Reserve Amount, be available in the unloaned portion of our GIA on the Segment Start Date. The Charge Reserve Amount will be determined as an amount projected to be sufficient to cover all monthly deductions for the policy during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against your Policy Account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be determined on each applicable Segment Start Date, and any necessary transfers to supplement the amount in the unloaned portion of our GIA in order to meet this requirement will take effect on that date. There will be no charge for this transfer. Any such transfer from your values in the investment funds in our SA under the base policy including any value in the VIO Holding Account to meet this requirement will be made in accordance with your direction. If we do not receive such direction, or if we cannot transfer such amount on the basis of your request, we will make such transfer pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy. If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA are insufficient to cover the Charge Reserve Amount on the Segment Start Date, any amount in the VIO Holding Account will not be transferred into a new Segment. The Charge Reserve Amount will be reduced by each subsequent monthly deduction during the Segment Term, although it will never be less than zero. The Charge Reserve Amount is a reference value only, which is utilized as described in this rider. It is not used to determine actual monthly deductions, policy account values, or cash surrender values during a Segment Term. R09-30 PAGE 6 The Charge Reserve Amount may not be sufficient to cover actual monthly deductions during a Segment Term. Actual monthly deductions may vary during a Segment Term due to requested policy changes, additional premium payments, the investment performance of the funds in our SA under the base policy, policy loans, partial Net Cash Surrender Value withdrawals, and any changes we might make to current policy charges. POLICY LOANS. When this rider is in effect, you may tell us how much of a requested loan is to be allocated to your value in our VIO, your unloaned value in our GIA, and your value in each investment fund of our SA under the base policy. Unless otherwise specified in this rider, the loan provisions of the policy will apply. Any portion of a requested policy loan allocated to the VIO based on your instructions will be deducted from any value in the VIO Holding Account and the individual Segments on a pro-rata basis, based on any value in the VIO Holding Account and the current Segment Value of each Segment. If you do not tell us how a requested loan is to be allocated to your values in the policy, or if we cannot make the loan from your values in our VIO, the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount, and the investment funds of our SA under the base policy based on your directions, and a VIO Segment is in effect, the loan will be allocated as follows: (a) We will first deduct as much of the loan as possible pro-rata from any value in the VIO Holding Account, your values in the other investment funds of our SA under the base policy, and the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount. (b) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, are insufficient to cover the entire loan, we will then deduct as much of the remaining amount of the loan as possible from the individual Segments then in effect on a pro-rata basis, based on the current Segment Values of the Segments. (c) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, and the Segment Values are still insufficient to cover the entire loan, the remaining amount of the loan will be allocated to the unloaned portion of our GIA, including any Charge Reserve Amount. Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the basis of the deduction allocation rules described in the "Monthly Deductions" provision of this rider. Any portion of a loan or unpaid loan interest allocated to an individual Segment will cause a corresponding Segment Market Value Adjustment of the Segment Account. The amount of any loan that we deduct from a VIO Segment will be transferred to the loaned portion of our GIA; the maximum difference between the interest rate we credit to such loaned portion of our GIA and the loan interest rate we charge is shown in the "Policy Information" section of the policy. On each policy anniversary, and at any time you repay all of the policy loan, we will allocate the interest that has been credited to the loaned portion of our GIA to the investment funds of our Separate Account under the base policy including the VIO Holding Account, and the unloaned portion of our GIA in accordance with your premium allocation percentages. R09-30 PAGE 7 LOAN REPAYMENTS. Unless otherwise specified in this rider, the loan repayment provisions of the policy will apply. All loan repayments will first reduce any portion of your outstanding loan, including any unpaid loan interest, which was deducted from any VIO Segment. Loan repayments will first be allocated to our GIA until you have repaid any loaned amounts that were allocated to our GIA. Any portion of an additional loan repayment allocated to our VIO at your request or on the basis of the premium allocation percentages then in effect will be transferred from your value in the loaned portion of our GIA to the VIO Holding Account. POLICY DISTRIBUTIONS--APPLICABLE TAX LAW. As stated in the policy, we reserve the right to make distributions, which, in our opinion, we deem necessary to continue to qualify the policy as life insurance under applicable tax law. If on any Segment Start Date we determine that a distribution will become necessary to maintain the policy's qualification as life insurance during a Segment Term, a new Segment will not be established. If a distribution subsequently becomes necessary while a Segment is in effect, we will make such distribution as follows: (a) We will first deduct as much of the distribution as possible pro-rata from any value in the VIO Holding Account, your values in the other investment funds of our SA under the base policy, and the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount. (b) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, are insufficient to cover the entire distribution, we will then deduct as much of the remaining amount of the distribution as possible from the individual Segments then in effect on a pro-rata basis, based on the current Segment Values of the Segments. Such deductions will cause a corresponding Segment Market Value Adjustment of each Segment Account. (c) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, and the Segment Values are still insufficient to cover the entire distribution, the remaining amount of the distribution will be allocated to the unloaned portion of our GIA, including any remaining Charge Reserve Amount. TRANSFERS. Unless otherwise specified in this rider, we will transfer amounts to and from your values in our unloaned GIA, the VIO Holding Account, and any other investment fund of our SA under the base policy in accordance with your direction and the rules specified in the "Transfer" provision of the policy. At your written request to our Administrative Office, we will transfer amounts from your value in any investment fund of our SA under the base policy including the VIO Holding Account to one or more other investment options available under the policy. Any such transfer will take effect on the business day we receive your written request at our Administrative Office. Once during each policy year you may ask us, by written request to our Administrative Office, to transfer an amount you specify from your unloaned value in our GIA, excluding any remaining Charge Reserve Amount if any Segment is in effect on the transfer effective date, to any investment funds of our SA under the base policy including the VIO Holding Account. We must receive your request within a period beginning 30 days prior to the policy anniversary and ending 60 days after the policy anniversary. A transfer request that is received up to 30 days prior to the policy anniversary will be effective on the anniversary. A transfer request received on or within 60 days after the policy anniversary will be effective on the date the request is received at our Administrative Office. The maximum amount that you may transfer in any policy year is the greater of (a) $500, (b) 25% of the unloaned value in the GIA on the transfer effective date or (c) the amount transferred from the GIA in the immediately preceding policy year, if any. In no event will we transfer more than your unloaned value in our GIA, excluding any remaining Charge Reserve Amount. A requested transfer out of an existing Segment in our VIO will not be permitted prior to the Segment Maturity Date. R09-30 PAGE 8 PARTIAL NET CASH SURRENDER VALUE WITHDRAWAL. A requested partial Net Cash Surrender Value withdrawal from a Segment in our VIO will not be permitted prior to the Segment Maturity Date. In accordance with the rules specified in the "Partial Net Cash Surrender Value Withdrawal" provision of the policy, you may make a partial Net Cash Surrender Value withdrawal from your values in (a) the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount if a Segment is in effect; and (b) any investment fund of our SA under the base policy including the VIO Holding Account. However, if a Segment is in effect, the amount which would otherwise be available to you for a partial withdrawal will be reduced by the amount, if any, by which the sum of your Segment Values and any remaining Charge Reserve Amount exceeds the policy surrender charge. You may tell us how much of each partial withdrawal is to come from your values in each of the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned value in our GIA excluding any remaining Charge Reserve Amount. If you do not tell us, or if we cannot make the partial withdrawal on the basis of your directions, we will make the partial withdrawal on a pro-rata basis from any value in the VIO Holding Account, your values in each of the other investment funds of our SA under the base policy, and the unloaned value in our GIA, excluding any remaining Charge Reserve Amount. FACE AMOUNT INCREASES. If you request a face amount increase during a Segment Term, the rules for such increase as specified in the "Changing the Face Amount of the Base Policy or Changing the Death Benefit Option" provision of the policy will apply. However, when a face amount increase is requested during a Segment Term, we will recalculate the Charge Reserve Amount and require that such amount be available in the unloaned portion of our GIA on the effective date of the increase. For such increase, the Charge Reserve Amount will be determined as an amount projected to be sufficient to cover all monthly deductions for the policy during the longest remaining Segment Term on the effective date of the increase, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against your Policy Account and that no further policy changes or additional premium payments are made. Any necessary transfers to supplement the amount in the unloaned portion of our GIA in order to meet the requirement of such Charge Reserve Amount will take effect on the effective date of the face amount increase. There will be no charge for this transfer. Any such transfer from your value in the investment funds of our SA under the base policy including any value in the VIO Holding Account to meet this requirement will be made in accordance with your direction. If you do not tell us, or if we cannot make such transfer on the basis of your directions, we will make such transfer pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy. If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA are insufficient to cover the Charge Reserve Amount, we will decline your request to increase the face amount. CHANGE IN POLICY COST FACTORS. Changes in policy cost factors (interest rates we credit to our GIA, cost of insurance rates, the premium charge, the administrative charge, the mortality and expense risk charge, the Variable Index Segment Account Charge, and the Growth Cap Rate) will be on a basis that is equitable to all policyholders of a given class, and will be determined based on reasonable assumptions as to expenses, mortality, policy and contract claims, taxes, investment income, lapses, and market conditions. Any change in policy cost factors will never result in an interest crediting rate or Growth Cap Rate that is lower than that guaranteed in the policy, or policy and rider charges that exceed the maximum policy and rider charges guaranteed in the policy. Any change in policy cost factors will be on a prospective basis; that is, any change will be determined based on future anticipated or emerging experience. Any change in policy cost factors will be determined in accordance with procedures and standards on file, if required, with the insurance supervisory official of the jurisdiction in which this policy is delivered. R09-30 PAGE 9 HOW, WHEN AND WHAT WE MAY DEFER. We may not be able to obtain the value of the assets in the VIO Holding Account or Segment Accounts if (1) the New York Stock Exchange is closed for trading; (2) the Securities and Exchange Commission has determined that a state of emergency exists that may make determination and payment impractical; or (3) the Index Value is not published. During such times, we may defer: 1. Determination and payment of Net Cash Surrender Value withdrawals (except when used to pay premiums to us); 2. Determination and payment of any death benefit in excess of the face amount; 3. Payment of loans (except when used to pay premiums to us); 4. Determination of the unit values of the investment funds of our SA under the base policy; and 5. Any requested transfer. GENERAL PROVISIONS OUR SEPARATE ACCOUNT UNDER THIS RIDER. Amounts allocated to our VIO are held in our Separate Account for the Variable Indexed Option Rider shown in the "Table of Additional Benefit Riders" in the policy. We have established this Separate Account and maintain it in accordance with the laws of New York State. Income, realized and unrealized gains and losses from the assets of this Separate Account are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in this Separate Account to support the policy and other life insurance policies. The assets of this Separate Account are our property. We may transfer assets of this Separate Account in excess of reserves and other liabilities with respect to such account to another separate account or to our General Account. We have the right, subject to compliance with applicable law, to: (a) add new separate accounts to be used for the same purpose as this Separate Account; (b) to divide this Separate Account into two or more separate accounts to be used for the same purpose; and (c) to combine this Separate Account with any other separate account that is used for the same purpose. We have the right to invest the assets of this Separate Account in any legal investments. We will rely upon our own or outside counsel for advice in this regard. OTHER ADDITIONAL BENEFIT RIDERS OR ENDORSEMENTS. If other additional benefit riders or endorsements are attached to your policy, refer to the "Policy Information" section of your policy for any applicable information regarding the effect of this rider on such additional benefit riders or endorsements, or the effect of such additional benefit riders or endorsements on this rider. WHEN THIS RIDER WILL TERMINATE. This rider will terminate on the earliest of the following dates: 1) on the date of the insured person's death; 2) on the date the policy ends without value at the end of a Grace Period, is given up for its Net Cash Surrender Value, or otherwise terminates; 3) on the effective date of the election of any Paid Up Death Benefit Guarantee; and 4) on the date the policy goes on Loan Extension. R09-30 PAGE 10 OUR ANNUAL REPORT TO YOU. In this provision of the policy, the reference to "the value you have in our GIA and in each investment fund of any SA available under this policy" is deemed to mean "the value you have in our VIO, in our GIA, and in any investment fund of our SA." GENERAL. This rider is part of the policy. Its benefit is subject to all the terms of this rider and the policy. All provisions of the policy will continue to apply except as specifically modified by this rider. AXA EQUITABLE LIFE INSURANCE COMPANY [GRAPHIC OMITTED] [GRAPHIC OMITTED] [Christopher M. Condron, Karen Field Hazin, Vice President, Chairman of the Board, President Secretary and Associate General Counsel] and Chief Executive Officer R09-30 PAGE 11 EX-99.23A 4 e12221_ex99-23a.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to incorporation by reference in this Form S-3 (File No. 333-161963) of our reports dated March 10, 2010 relating to the consolidated financial statements and related financial statement schedules of AXA Equitable Life Insurance Company (the "Company"), which reports appear in the Company's Annual report on Form 10-K for the year ended December 31, 2009 which is incorporated by reference in the Prospectus. We also consent to the reference to us under the heading "Independent Registered Public Accounting Firm" in the Prospectus. /s/ PricewaterhouseCoopers LLP New York, New York March 10, 2010 COVER 5 filename5.txt SUN-JIN MOON Vice President and Counsel (212) 314-2120 Fax: (212) 314-3953 March 10, 2010 VIA ELECTRONIC "EDGAR" FILING Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: AXA Equitable Life Insurance Company Pre-Effective Amendment No. 1 to Registration Statement Filed on Form S-3 (File No. 333-169163) Commissioners: On behalf of AXA Equitable Life Insurance Company (the "Registrant"), we are filing herewith Pre-Effective Amendment No. 1 (the "Amendment") to the Registrant's Form S-3 Registration Statement (File No. 333-169163). The purposes of the Amendment are to respond to comments of the Commission staff, increase the amount of securities being registered, add exhibits and other information as necessary to make the Registration Statement complete, and to make limited other corrections, revisions, and clarifications. I. RESPONSES TO CERTAIN COMMISSION STAFF COMMENTS The Commission staff's most recent comments on the Registration Statement were rendered via telephone on March 2, 2010. We respond below to those comments. In each case we summarize our understanding of the comment and then provide our response. At or about the time of filing hereof, we are also providing the staff with a courtesy copy of the prospectus contained in the Amendment, which courtesy copy is precisely marked to show changes from the version of the prospectus on which the staff's March 2, 2010 comments were based. The page number references in our comment responses below are to said precisely marked courtesy copy. The page reference numbers in our below summaries of staff comments are to the most recent previous courtesy copy of the prospectus that we provided to the staff and on which we presume the staff's comments were based. Capitalized terms used below, have the same meanings as ascribed to them in the prospectus. COMMENT 1. This comment relates to places where the prospectus refers to the fact that the EDA will "usually" be negative or "usually" result in a loss of principal or the like (including in the 4th bullet point in the left column of the cover page, in the bold-face legend in the right column of the cover page and on pages 5 and 12). In these places it should be disclosed that there will always be a loss of principal. RESPONSE 1. We have made the requested revisions. See revisions on the cover page and on pages 4, 5, 7, and 12. COMMENT 2. In the definition of Charge Reserve Amount on page 4, the first sentence refers to the estimated monthly charges for the policy. Give examples of what those charges are (e.g., monthly cost of insurance charge, monthly administrative charge, monthly mortality and expense risk charge, and any monthly optional rider charges). RESPONSE 2. We have inserted the requested disclosure in the first paragraph on page 4. COMMENT 3. Clarify the definition of Charge Reserve Amount to specify that there is no requirement to maintain any Charge Reserve Amount in the Unloaned GIO when the customer is not invested in any Segment. RESPONSE 3. We have inserted the requested disclosure in the first paragraph on page 4. COMMENT 4. Include in the definition of Charge Reserve Amount a cross-reference to "Segments" on page 8 for a discussion of the investment options from which account value will be transferred to the Unloaned GIO, if necessary to meet the minimum Charge Reserve Amount requirement. RESPONSE 4. We have added this cross-reference at the end of the first paragraph on page 4. COMMENT 5. In the definition of Early Distribution Adjustment on page 4, replace the term "Guideline Premium Force-out" with more descriptive language such as appears in the first sentence under the definition of Segment Account Value. RESPONSE 5. We have made the requested change on page 4. COMMENT 6. In the second sentence of the Segment Account Value definition on page 5, delete the word "Segment" that immediately precedes "Early Distribution Adjustment." RESPONSE 6. We have made the requested change in the second sentence of the definition of Segment Account Value on page 5. We have also made the same change in the third sentence of that definition. COMMENT 7. In the first sentence of the definition of Segment Distribution Value, replace the word "for" with the words "that would apply on a full surrender of." RESPONSE 7. We have made this change on page 7. COMMENT 8. In the 4th bullet point on page 7, end the first sentence after the word "principal," delete the words "on a basis that," and, instead, insert the words "This exposure," so as to start a new sentence at that point. RESPONSE 8. This change has been made on page 7. COMMENT 9. Indent the 5th, 6th and 7th bullet points on page 7, so that they become subpoints under the 4th bullet point. RESPONSE 9. We have made these revisions on page 7. COMMENT 10. Add a new bullet point on page 7 that describes the risk that the amounts required to be maintained in the Unloaned GIO during the Segment Term may earn a return that is less than the return under any other investment options in which those amounts otherwise would have been invested. RESPONSE 10. The requested new bullet point has been added on page 7. COMMENT 11. In the first sentence under "MSO Holding Account" on page 8, clarify what the word "net" means. RESPONSE 11. We have made the requested clarifications on page 8. COMMENT 12. With respect to the carryover paragraph at the bottom of the left column and top of the right column on page 9, provide a numerical example of how the "A+B+C+D" limit works, in order to illustrate to the reader that there may be a substantial likelihood that no amounts will allocated from the MSO Holding Account into a Segment. RESPONSE 12. We have provided the requested example on page 9. COMMENT 13. Insert a "sentence or two" that provides an example of what is meant by the statement under Change in Index on page 10 that "We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection." RESPONSE 13. The requested sentences have been inserted on page 10. COMMENT 14. In the second paragraph under Charge Reserve Amount on page 11, add language to clarify that the Charge Reserve Amount is recomputed at each Segment Start Date (even if another Segment has already started), in which case the new Charge Reserve Amount applies throughout the Segment Term of the new Segment. RESPONSE 14. The requested disclosure has been added in the second paragraph under Charge Reserve Amount on page 11. Additional relevant disclosure also appears in the fourth paragraph under Charge Reserve Amount. COMMENT 15. Confirm that no transfer restrictions apply to amounts that an owner wishes to transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement. RESPONSE 15. We confirm as requested, and we have added disclosure to the same effect in the third paragraph under Charge Reserve Amount on page 11. COMMENT 16. Add language after numbered paragraphs 1.-3. on page 11 to emphasize that the charge allocation procedure described therein results in a monthly deduction being taken from a Segment (and an EDA being made as a result of such a deduction) only if there is no remaining account value in any other investment option from which any such deduction can be made. RESPONSE 16. We have added the requested disclosure on page 12. COMMENT 17. In the penultimate paragraph on page 12, include information about what a "put option on the Index" is, including the meaning of "notional value" and "strike price" in that context. RESPONSE 17. The requested explanatory material has been added under "Additional Detail" on page 13. COMMENT 18. In the first sentence on page 13, correct a typographical error by changing "are" to "use." RESPONSE 18. We have corrected the typographical error on page 13. COMMENT 19. On page 13, identify precisely which Black Scholes model is being used, so that there can be no question about what formula the registrant is representing that it will use for this purpose. RESPONSE 19. This disclosure has been set forth on page 13. COMMENT 20. In numbered paragraph 1. on page 13, describe with particularity what market-traded options will be used by the banks in their implied volatility quotations, as well has how interpolated values will be used where market-traded options are not available that have the same duration as the put option used in deriving the Put Option Factor. RESPONSE 20. The requested disclosure has been included in numbered paragraph (1) on page 13. COMMENT 21. Consider moving some of the detailed material concerning the Black Scholes model to a prospectus appendix. RESPONSE 21. Upon consideration, we prefer to retain the disclosure concerning the Black Scholes model in the prospectus, in view of the limited volume of such disclosure and its close relationship to other information that is contained in the same portion of the prospectus. Accordingly, we have not created an appendix for this material. COMMENT 22. In the paragraph just before "Transfers" on page 13, consider whether "Segment Distribution Value" in the fourth line should be "Segment Account Value." Also, clarify the meaning of the penultimate sentence of this paragraph. RESPONSE 22. Upon consideration, we agree that these two sentences are confusing. We have also concluded that they are unnecessary and do not further the reader's understanding. Accordingly, we have deleted these sentences from page 13. COMMENT 23. In part A of Appendix I, switch the material that appears under Segment 1 and Segment 2, so that the surrenders with the longer remaining Segment Term are shown in the Segment 1 column (which should remain to the left of the Segment 2 column). RESPONSE 23. We have made this change. COMMENT 24. In part A of Appendix I, revise the order in which Examples I-IV appear, so that the returns illustrated appear in the following order: -10%, 10%, -40%, 40%. RESPONSE 24. We have made this change. COMMENT 25. In Appendix I, where the amount of an EDA is given in the examples, disclose separately each component of the EDA (i.e., the Put Option Factor component and the charge refund component). RESPONSE 25. We have made the requested revisions in Appendix I. II. ACCELERATION OF EFFECTIVENESS OF THE REGISTRATION STATEMENT AND RELATED MATTERS The Registrant and the principal underwriters of the securities being registered (AXA Advisors, LLC and AXA Distributors, LLC) intend to make an oral request for acceleration of the effective date of the Registration Statement to the earliest practicable time. Accordingly, in compliance with the requirements of Rule 461(a) under the Securities Act of 1933 we have been authorized to represent, and do represent, on behalf of the registrant and the principal underwriters, that they, respectively, are aware of their obligations under that Act. In a letter dated November 16, 2009 giving comments on the Registration Statement, the Commission staff requested that, if acceleration of the effective date would be requested, the Registrant furnish to the Commission a letter making three acknowledgments. In compliance with that request, the Registrant hereby acknowledges that: o Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; o The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and o The Registrant may not assert that action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. *********************************************************** As noted previously, we desire for the Registration Statement to become effective at the earliest practicable time, and we therefore would very much appreciate any and all efforts that the staff can make to that end. Please contact the undersigned at (212) 314-2120 with any further communications or, in my absence, Tom Lauerman of Jorden Burt, LLP at (202) 965-8156. Sincerely, --------------- Sun-Jin Moon