Unassociated Document

F-53

The following table summarizes the GMDB and GMIB liabilities, before reinsurance ceded, reflected in the General Account in future policy benefits and other policyholders’ liabilities:

	GMDB			GMIB			Total
	(In Millions)

Balance at January 1, 2008	$	253		$	310		$	563
Paid guarantee benefits		(73	)		(8	)		(81	)
Other changes in reserve		801			1,678			2,479
Balance at December 31, 2008		981			1,980			2,961
Paid guarantee benefits		(249	)		(58	)		(307	)
Other changes in reserve		355			(364	)		(9	)
Balance at December 31, 2009		1,087			1,558			2,645
Paid guarantee benefits		(208	)		(45	)		(253	)
Other changes in reserve		386			798			1,184
Balance at December 31, 2010	$	1,265		$	2,311		$	3,576

Related GMDB reinsurance ceded amounts were:

	GMDB
	(In Millions)

Balance at January 1, 2008	$	27
Paid guarantee benefits		(7	)
Other changes in reserve		307
Balance at December 31, 2008		327
Paid guarantee benefits		(86	)
Other changes in reserve		164
Balance at December 31, 2009		405
Paid guarantee benefits		(81	)
Other changes in reserve		209
Balance at December 31, 2010	$	533

The GMIB reinsurance contracts are considered derivatives and are reported at fair value.

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The December 31, 2010 values for variable annuity contracts in force on such date with GMDB and GMIB features are presented in the following table. For contracts with the GMDB feature, the net amount at risk in the event of death is the amount by which the GMDB benefits exceed related account values. For contracts with the GMIB feature, the net amount at risk in the event of annuitization is the amount by which the present value of the GMIB benefits exceeds related account values, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. Since variable annuity contracts with GMDB guarantees may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive:

	Return
	of
	Premium			Ratchet			Roll-Up			Combo			Total
	(Dollars In Millions)
GMDB:
Account values invested in:
General Account	$	11,588		$	253		$	141		$	501		$	12,483
Separate Accounts	$	29,171		$	7,591		$	4,263		$	34,802		$	75,827
Net amount at risk, gross	$	1,114		$	1,071		$	2,607		$	9,999		$	14,791
Net amount at risk, net of amounts reinsured	$	1,114		$	684		$	1,737		$	3,950		$	7,485
Average attained age of contractholders		50.0			62.7			67.8			63.2			53.8
Percentage of contractholders over age 70		7.7	%		26.0	%		44.5	%		26.0	%		13.4	%
Range of contractually specified interest rates		N/A			N/A			3%-6	%		3%-6.5	%		3%-6.5	%

GMIB:
Account values invested in:
General Account		N/A			N/A		$	31		$	607		$	638
Separate Accounts		N/A			N/A		$	2,862		$	47,430		$	50,292
Net amount at risk, gross		N/A			N/A		$	1,314		$	1,330		$	2,644
Net amount at risk, net of amounts reinsured		N/A			N/A		$	387		$	313		$	700
Weighted average years remaining until annuitization		N/A			N/A			.7			6.1			5.7
Range of contractually specified interest rates		N/A			N/A			3%-6	%		3%-6.5	%		3%-6.5	%

The GWBL and other guaranteed benefits related liability not included above, were $38 million and $55 million at December 31, 2010 and 2009, respectively, which is accounted for as embedded derivatives. This liability reflects the present value of expected future payments (benefits) less the fees attributable to these features over a range of market consistent economic scenarios.

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B) Separate Account Investments by Investment Category Underlying GMDB and GMIB Features

The total account values of variable annuity contracts with GMDB and GMIB features include amounts allocated to the guaranteed interest option, which is part of the General Account and variable investment options that invest through Separate Accounts in variable insurance trusts. The following table presents the aggregate fair value of assets, by major investment category, held by Separate Accounts that support variable annuity contracts with GMDB and GMIB benefits and guarantees. The investment performance of the assets impacts the related account values and, consequently, the net amount of risk associated with the GMDB and GMIB benefits and guarantees. Since variable annuity contracts with GMDB benefits and guarantees may also offer GMIB benefits and guarantees in each contract, the GMDB and GMIB amounts listed are not mutually exclusive:

Investment in Variable Insurance Trust Mutual Funds

	December 31,
	2010		2009
	(In Millions)

GMDB:
Equity	$	48,904	$	41,447
Fixed income		3,980		3,957
Balanced		22,230		20,940
Other		713		2,246
Total	$	75,827	$	68,590

GMIB:
Equity	$	31,837	$	27,837
Fixed income		2,456		2,514
Balanced		15,629		15,351
Other		370		618
Total	$	50,292	$	46,320

C) Hedging Programs for GMDB, GMIB and GWBL Features

Beginning in 2003, AXA Equitable established a program intended to hedge certain risks associated first with the GMDB feature and, beginning in 2004, with the GMIB feature of the Accumulator® series of variable annuity products. The program has also been extended to cover other guaranteed benefits as they have been made available. This program currently utilizes derivative instruments, such as exchange-traded equity, currency and interest rate futures contracts, total return and/or equity swaps, interest rate swap and floor contracts, variance swaps and swaptions as well as repurchase agreement transactions, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. At the present time, this program hedges certain economic risks on products sold from 2001 forward, to the extent such risks are not reinsured. At December 31, 2010, the total account value and net amount at risk of the hedged Accumulator® series of variable annuity contracts were $39,377 million and $5,593 million, respectively, with the GMDB feature and $20,512 million and $320 million, respectively, with the GMIB feature.

These programs do not qualify for hedge accounting treatment. Therefore, gains (losses) on the derivatives contracts used in these programs, including current period changes in fair value, are recognized in net investment income (loss) in the period in which they occur, and may contribute to earnings (loss) volatility.

D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse Guarantee

The no lapse guarantee feature contained in variable and interest-sensitive life insurance policies keeps them in force in situations where the policy value is not sufficient to cover monthly charges then due. The no lapse guarantee remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.

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The following table summarizes the no lapse guarantee liabilities reflected in the General Account in Future policy benefits and other policyholders liabilities, and the related reinsurance ceded:

	Direct			Reinsurance
	Liability			Ceded				Net
	(In Millions)

Balance at January 1, 2008		$	135		$	(108	)		$	27
Other changes in reserves			68			(45	)			23
Balance at December 31, 2008			203			(153	)			50
Other changes in reserves			52			(21	)			31
Balance at December 31, 2009			255			(174	)			81
Other changes in reserves			120			(57	)			63
Balance at December 31, 2010		$	375		$	(231	)		$	144

9)	REINSURANCE AGREEMENTS

The Insurance Group assumes and cedes reinsurance with other insurance companies. The Insurance Group evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Ceded reinsurance does not relieve the originating insurer of liability.

The Insurance Group reinsures most of its new variable life, universal life and term life policies on an excess of retention basis. The Insurance Group maintains a maximum retention on each single life policy of $25 million and on each second-to-die policy of $30 million with the excess 100% reinsured. The Insurance Group also reinsures the entire risk on certain substandard underwriting risks and in certain other cases.

At December 31, 2010, the Company had reinsured with non-affiliates and affiliates in the aggregate approximately 6.5% and 42.9%, respectively, of its current exposure to the GMDB obligation on annuity contracts in-force and, subject to certain maximum amounts or caps in any one period, approximately 73.5% of its current liability exposure resulting from the GMIB feature. See Note 8.

Based on management's estimates of future contract cash flows and experience, the estimated fair values of the GMIB reinsurance contracts, considered derivatives, at December 31, 2010 and 2009 were $4,606 million and $2,256 million, respectively. The increases (decreases) in estimated fair value were $2,350 million, $(2,566) million and $1,567 million for 2010, 2009 and 2008, respectively.

At December 31, 2010 and 2009, respectively, third-party reinsurance recoverables related to insurance contracts amounted to $2,332 million and $2,338 million of which $1,913 million and 2,077 million related to two specific reinsurers with AA-/A ratings with the remainder of the reinsurers rated BBB and above. At December 31, 2010 and 2009, affiliated reinsurance recoverables related to insurance contracts amounted to $920 million and $690 million, respectively. A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. The Insurance Group evaluates the financial condition of its reinsurers in an effort to minimize its exposure to significant losses from reinsurer insolvencies.

Reinsurance payables related to insurance contracts totaling $74 million and $80 million are included in other liabilities in the consolidated balance sheets at December 31, 2010 and 2009, respectively.

The Insurance Group cedes substantially all of its group life and health business to a third party insurer. Insurance liabilities ceded totaled $195 million and $207 million at December 31, 2010 and 2009, respectively.

The Insurance Group also cedes a portion of its extended term insurance and paid-up life insurance and substantially all of its individual disability income business through various coinsurance agreements.

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The Insurance Group has also assumed accident, health, annuity, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. In addition to the sale of insurance products, the Insurance Group currently acts as a professional retrocessionaire by assuming life reinsurance from professional reinsurers. Reinsurance assumed reserves at December 31, 2010 and 2009 were $685 million and $648 million, respectively.

The following table summarizes the effect of reinsurance:

	2010			2009			2008
	(In Millions)

Direct premiums	$	903		$	838		$	848
Reinsurance assumed		213			202			194
Reinsurance ceded		(586	)		(609	)		(283	)
Premiums	$	530		$	431		$	759

Universal Life and Investment-type Product
Policy Fee Income Ceded	$	210		$	197		$	169
Policyholders’ Benefits Ceded	$	536		$	485		$	1,222
Interest Credited to Policyholders’ Account
Balances Ceded	$	-		$	-		$	33

Individual Disability Income and Major Medical

Claim reserves and associated liabilities net of reinsurance ceded for individual DI and major medical policies were $90 million and $92 million at December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009, respectively, $1,622 million and $1,667 million of DI reserves and associated liabilities were ceded through indemnity reinsurance agreements with a singular reinsurance group. Net incurred benefits (benefits paid plus changes in claim reserves) and benefits paid for individual DI and major medical policies are summarized below:

	2010		2009		2008
	(In Millions)

Incurred benefits related to current year	$	30	$	38	$	36
Incurred benefits related to prior years		10		6		4
Total Incurred Benefits	$	40	$	44	$	40

Benefits paid related to current year	$	12	$	13	$	11
Benefits paid related to prior years		30		34		29
Total Benefits Paid	$	42	$	47	$	40

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10)	SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

	December 31,
	2010		2009
	(In Millions)
Short-term debt:
AllianceBernstein commercial paper
(with interest rates of 0.3% and 0.2%)	$	225	$	249
Total short-term debt		225		249

Long-term debt:
AXA Equitable:
Surplus Notes, 7.70%, due 2015		200		200
Total long-term debt		200		200

Total Short-term and Long-term Debt	$	425	$	449

Short-term Debt

AXA Equitable is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which provides AXA Equitable with access to collateralized borrowings and other FHLBNY products. As membership requires the ownership of member stock, AXA Equitable purchased stock to meet their membership requirement ($13 million, as of December 31, 2010). Any borrowings from the FHLBNY require the purchase of FHLBNY activity based stock in an amount equal to 4.5% of the borrowings. AXA Equitable’s borrowing capacity with FHLBNY is $1,000 million. As a member of FHLBNY, AXA Equitable can receive advances for which it would be required to pledge qualified mortgage-backed assets and government securities as collateral. At December 31, 2010, there were no outstanding borrowings from FHLBNY.

On December 9, 2010, AllianceBernstein entered into a committed, unsecured three-year senior revolving credit facility (the “2010 AB Credit Facility”) with a group of commercial banks and other lenders in an original principal amount of $1.00 billion with SCB LLC as an additional borrower.

The 2010 AB Credit Facility replaces AllianceBernstein’s existing $1.95 billion of committed credit lines (comprised of two separate lines – a $1.00 billion committed, unsecured revolving credit facility in the name of AllianceBernstein, which had a scheduled expiration date of February 17, 2011, and SCB LLC’s $950 million committed, unsecured revolving credit facility, which had a scheduled expiration date of January 25, 2011), both of which were terminated upon the effectiveness of the 2010 AB Credit Facility. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the 2010 AB Credit Facility.

The 2010 AB Credit Facility will be available for AllianceBernstein’s and SCB LLC’s business purposes, including the support of AllianceBernstein’s $1.00 billion commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the 2010 AB Credit Facility and management expects to draw on the 2010 AB Credit Facility from time to time.

As of December 31, 2010 and 2009, AllianceBernstein had no amounts outstanding under the 2010 AB Credit Facility or the previous revolving credit facilities, respectively.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $125 million while three lines have no stated limit.

Long-term Debt

At December 31, 2010, the Company was not in breach of any long-term debt covenants.

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11)	RELATED PARTY TRANSACTIONS

Loans to Affiliates

In September 2007, AXA issued $650 million in 5.40% senior unsecured notes to AXA Equitable. These notes pay interest semi-annually and mature on September 30, 2012.

On June 17, 2009, AXA Equitable’s continuing operations and its discontinued Wind-up Annuities business sold a jointly owned real estate property valued at $1,100 million to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets. The $439 million after-tax excess of the property’s fair value over its carrying value was accounted for as a capital contribution to AXA Equitable.

Loans from Affiliates

In 2005, AXA Equitable issued a note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and a maturity date of December 1, 2035. Interest on this note is payable semi-annually.

In November 2008, AXA Financial purchased a $500 million callable 7.1% surplus note from AXA Equitable. The note pays interest semi-annually and matures on December 1, 2018.

In December 2008, AXA Financial purchased a $500 million callable 7.1% surplus note from AXA Equitable. The note pays interest semi-annually and matures on December 1, 2018.

Other Transactions

The Company reimburses AXA Financial for expenses relating to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits. Such reimbursement was based on the cost to AXA Financial of the benefits provided which totaled $59 million, $56 million and $76 million, respectively, for 2010, 2009 and 2008.

In 2010, 2009 and 2008, respectively, the Company paid AXA Distribution and its subsidiaries $647 million, $634 million and $754 million of commissions and fees for sales of insurance products. The Company charged AXA Distribution’s subsidiaries $428 million, $402 million and $321 million, respectively, for their applicable share of operating expenses in 2010, 2009 and 2008, pursuant to the Agreements for Services.

In fourth quarter 2008, AXA Equitable reinsured the GMDB and GMIB riders on the Accumulator® products sold on or after January 1, 2006 and in-force at September 30, 2008 with AXA Bermuda, an affiliate that is an indirect wholly owned subsidiary of AXA Financial. AXA Equitable transferred cash and derivative instruments with a fair value of $6,893 million equal to the market value of the insurance liabilities assumed by AXA Financial (Bermuda) Ltd. (“AXA Bermuda”) and income derived from the hedges related to these riders for the period from October through December 2008, to that entity. AXA Bermuda manages the dynamic hedging program to mitigate risks related to the reinsured riders. In fourth quarter 2008, AXA Equitable recorded a GMDB reinsurance recoverable and a GMIB reinsurance asset totaling $3,386 resulting in a cost of reinsurance of $3,507 million. The cost of this arrangement was deferred and is being amortized over the life of the underlying annuity contracts. Amortization of the cost was $274 million and $318 million in 2010 and 2009, respectively.

Various AXA affiliates cede a portion of their life, health and catastrophe insurance business through reinsurance agreements to AXA Global Life in 2010 (and AXA Cessions in 2009 and prior), AXA affiliated reinsurers. AXA Global Life, in turn, retroceded a quota share portion of these risks to AXA Equitable on a one-year term basis. Premiums earned in 2010, 2009 and 2008 under this arrangement totaled approximately $0 million, $1 million and $0 million, respectively. Claims and expenses paid in 2010, 2009 and 2008 were $0 million, $1 million and $0 million, respectively.

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AXA Life Insurance Company Ltd (Japan), an AXA subsidiary, cedes a portion of their annuity business to AXA Equitable. Premiums earned in 2010, 2009 and 2008 totaled approximately $9 million, $8 million and $6 million, respectively. Claims and expenses paid in 2010, 2009 and 2008 were $1 million, $1 million and $0 million, respectively.

Various AXA Financial affiliates cede a portion of their life business through excess of retention treaties to AXA Equitable on a yearly renewal term basis. Premiums earned in 2010, 2009 and 2008 from AXA Equitable Life and Annuity Company totaled approximately $7 million, $8 million and $7 million, respectively. Claims and expenses paid in 2010, 2009 and 2008 were $4 million, $5 million and $4 million, respectively. Premiums earned in 2010, 2009 and 2008 from MONY Life Insurance Company of America totaled approximately $0 million, $0 million and $1 million, respectively. Claims and expenses paid in 2010, 2009 and 2008 were $1 million, $0 million and $12 million respectively. Premiums earned in 2010, 2009 and 2008 from US Financial Life Insurance Company totaled approximately $5 million, $5 million and $5 million, respectively. Claims and expenses paid in 2010, 2009 and 2008 were $10 million, $4 million and $8 million, respectively.

Both AXA Equitable and AllianceBernstein, along with other AXA affiliates, participate in certain intercompany cost sharing and service agreements including technology and professional development arrangements. AXA Equitable and AllianceBernstein incurred expenses under such agreements of approximately $160 million, $152 million and $158 million in 2010, 2009 and 2008, respectively. Expense reimbursements by AXA and AXA affiliates to AXA Equitable under such agreements totaled approximately $51 million, $50 million and $63 million in 2010, 2009 and 2008, respectively. The net receivable related to these contracts was approximately $9 million and $6 million at December 31, 2010 and 2009, respectively.

Commissions, fees and other income includes certain revenues for services provided to mutual funds managed by AllianceBernstein. These revenues are described below:

	2010		2009		2008
	(In Millions)

Investment advisory and services fees	$	809	$	644	$	864
Distribution revenues		339		277		378
Other revenues - shareholder servicing fees		93		90		99
Other revenues - other		5		7		7
Institutional research services		-		1		1

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12)	EMPLOYEE BENEFIT PLANS

The Company (other than AllianceBernstein) sponsors qualified and non-qualified defined benefit plans covering its qualifying employees (including certain qualified part-time employees), managers and financial professionals. These pension plans are non-contributory and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period in the plans. AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AllianceBernstein’s benefits are based on years of credited service and average final base salary. The Company uses a December 31 measurement date for its pension plans.

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Acts”), signed into law in March 2010, are expected to have both immediate and long-term financial reporting implications for many employers who sponsor health plans for active employees and retirees. While many of the provisions of the Health Acts do not take effect until future years and are intended to coincide with fundamental changes to the healthcare system, current-period measurement of the benefits obligation is required to reflect an estimate of the potential implications of presently enacted law changes absent consideration of potential future plan modifications. Many of the specifics associated with this new healthcare legislation remain unclear, and further guidance is expected to become available as clarifying regulations are issued to address how the law is to be implemented. Management, in consultation with its actuarial advisors in respect of the Company’s health and welfare plans, has concluded that a reasonable and reliable estimate of the impact of the Health Acts on future benefit levels cannot be made as of December 31, 2010 due to the significant uncertainty and complexity of many aspects of the new law.

Included among the major provisions of the Health Acts is a change in the tax treatment of the Medicare Part D subsidy. The subsidy came into existence with the enactment of the Medicare Modernization Act (“MMA”) in 2003 and is available to sponsors of retiree health benefit plans with a prescription drug benefit that is “actuarially equivalent” to the benefit provided by the Medicare Part D program. Prior to the Health Acts, sponsors were permitted to deduct the full cost of these retiree prescription drug plans without reduction for subsidies received. Although the Medicare Part D subsidy does not become taxable until years beginning after December 31, 2012, the effects of changes in tax law had to be recognized immediately in the income statement of the period of enactment. When MMA was enacted, the Company reduced its health benefits obligation to reflect the expected future subsidies from this program but did not establish a deferred tax asset for the value of the related future tax deductions. Consequently, passage of the Health Acts did not result in adjustment of the deferred tax accounts.

For 2010, cash contributions by AllianceBernstein and the Company (other than AllianceBernstein) to their respective qualified pension plans were $6 million and $196 million. The Pension Protection Act of 2006 (the “Pension Act”) introduced new funding requirements for single-employer defined benefit pension plans, provided guidelines for measuring pension plan assets and obligations for funding purposes, introduced benefit limitations for certain underfunded plans, and raised tax deduction limits for contributions to retirement plans. Most of these changes were effective by December 31, 2009, including funding-based limits on future benefit accruals and payments. The funding policy of the Company for its qualified pension plans is to satisfy its funding obligations each year in an amount not less than the minimum required by the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Pension Act, and not greater than the maximum it can deduct for Federal income tax purposes. The Company’s (excluding AllianceBernstein) cash contributions during 2011 are estimated to be approximately $283 million. Alliance- Bernstein currently estimates that it will contribute $7 million to its pension plan during 2011.

Effective December 31, 2008, AllianceBernstein amended its qualified pension plan to eliminate all future accruals for future services and compensation increases. This amendment was considered a plan curtailment and resulted in a decrease in the Projected Benefit Obligation (“PBO”) of approximately $13 million, which was offset against existing deferred losses in AOCI. In addition, as a result of all future service being eliminated, AllianceBernstein accelerated recognition of the existing prior service credit of $4 million in fourth quarter 2008.

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Components of net periodic pension expense for the Company’s qualified and non-qualified plans were as follows:

	2010			2009			2008
	(In Millions)

Service cost	$	37		$	38		$	42
Interest cost		129			136			134
Expected return on plan assets		(115	)		(126	)		(194	)
Curtailment gain		-			-			(4	)
Net amortization		125			95			43
Plan amendments and additions		13			2			-
Net Periodic Pension Expense	$	189		$	145		$	21

Changes in the PBO of the Company’s qualified and non-qualified plans were comprised of:

	December 31,
	2010				2009
	(In Millions)

Projected benefit obligation, beginning of year		$	2,241			$	2,181
Service cost			30				30
Interest cost			129				136
Actuarial (gains) losses			171				69
Benefits paid			(170	)			(177	)
Plan amendments and additions			23				2
Projected Benefit Obligation, End of Year		$	2,424			$	2,241

The following table discloses the change in plan assets and the funded status of the Company’s qualified and non-qualified pension plans:

	December 31,
	2010				2009
	(In Millions)

Pension plan assets at fair value, beginning of year		$	1,406			$	1,460
Actual return on plan assets			106				104
Contributions			202				32
Benefits paid and fees			(185	)			(190	)
Pension plan assets at fair value, end of year			1,529				1,406
PBO			2,424				2,241
Excess of PBO Over Pension Plan Assets		$	(895	)		$	(835	)

Amounts recognized in the accompanying consolidated balance sheets to reflect the funded status of these plans were accrued pension costs of $895 million and $835 million at December 31, 2010 and 2009, respectively. The aggregate PBO and fair value of pension plan assets for plans with PBOs in excess of those assets were $2,424 million and $1,529 million, respectively, at December 31, 2010 and $2,241 million and $1,406 million, respectively, at December 31, 2009. The aggregate accumulated benefit obligation and fair value of pension plan assets for pension plans with accumulated benefit obligations in excess of those assets were $2,391 million and $1,529 million, respectively, at December 31, 2010 and $2,206 million and $1,406 million, respectively, at December 31, 2009. The accumulated benefit obligation for all defined benefit pension plans were $2,391 million and $2,206 million at December 31, 2010 and 2009, respectively.

The following table discloses the amounts included in AOCI at December 31, 2010 and 2009 that have not yet been recognized as components of net periodic pension cost:

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	December 31,
	2010			2009
	(In Millions)

Unrecognized net actuarial (gain) loss		$	1,554		$	1,493
Unrecognized prior service cost (credit)			8			7
Total		$	1,562		$	1,500

The estimated net actuarial (gain) loss and prior service cost (credit) expected to be reclassified from AOCI and recognized as components of net periodic pension cost over the next year are $144 million and $1 million, respectively.

The following table discloses the allocation of the fair value of total plan assets for the qualified pension plans of the Company at December 31, 2010 and 2009:

	December 31,
	2010			2009
	(In Millions)

Fixed maturities		48.5	%		45.3	%
Equity securities		37.0			37.0
Equity real estate		11.8			11.6
Cash and short-term investments		2.7			6.1
Total		100.0	%		100.0	%

The primary investment objective of the qualified pension plans of the Company is to maximize return on assets, giving consideration to prudent risk. Guidelines regarding the allocation of plan assets are formalized by the respective Investment Committees established by the funded benefit plans of AXA Equitable and are designed with a long-term investment horizon. In January 2009, the asset allocation strategy of the qualified defined benefit pension plans was revised to target 30%-40% equities, 50%-60% high quality bonds, and 0%-15% equity real estate and other investments. Exposure to real estate investments offers diversity to the total portfolio and long-term inflation protection.

In 2010, AXA Equitable qualified pension plans continued to implement hedging strategies intended to lessen downside equity risk. These hedging programs were initiated during fourth quarter 2008 and currently utilize derivative instruments, principally exchange-traded equity futures contracts, and exchange-traded funds that are managed in an effort to reduce the economic impact of unfavorable changes in the equity markets.

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The following tables disclose the fair values of plan assets and their level of observability within the fair value hierarchy for the qualified pension plans of the Company at December 31, 2010 and 2009, respectively.

December 31, 2010	Level 1		Level 2		Level 3		Total
Asset Categories	(In Millions)
Fixed maturities:
Corporate	$	-	$	564	$	-	$	564
US Treasury, government
and agency		-		148		-		148
States and political subdivisions		-		9		-		9
Foreign governments		-		-		-		-
Commercial mortgage-backed		-		-		-		-
Asset-backed		-		-		-		-
Other structured debt		-		-		6		6
Common and preferred equity		410		2		-		412
Mutual funds		115		-		-		115
Hedge funds		-				-		-
Derivatives, net		1		6		-		7
Private real estate investment funds				-		13		13
Private investment trusts		-		51		163		214
Commercial mortgages		-		-
Cash and cash equivalents		6		2		-		8
Short-term investments		2		31		-		33
Total	$	534	$	813	$	182	$	1,529

December 31, 2009
Asset Categories
Fixed maturities:
Corporate	$	-		$	415	$	-	$	415
US Treasury, government and agency		-			192		-		192
States and political subdivisions		-			9		-		9
Foreign governments		-			-		-		-
Commercial mortgage-backed		-			-		-		-
Asset-backed		-			-		-		-
Other structured debt		-			-		7		7
Common and preferred equity		575			1		-		576
Mutual funds		5			-		-		5
Hedge funds		-			7		-		7
Derivatives, net		(96	)		-		-		(96	)
Private real estate investment funds		-			-		12		12
Private investment trusts		-			44		147		191
Commercial mortgages		-			-		2		2
Cash and cash equivalents		32			1		-		33
Short-term investments		29			24		-		53
Total	$	545		$	693	$	168	$	1,406

At December 31, 2010, assets classified as Level 1, Level 2, and Level 3 comprise approximately 34.9%, 53.2% and 11.9%, respectively, of qualified pension plan assets. At December 31, 2009, assets classified as Level 1, Level 2 and Level 3 comprised approximately 38.8%, 49.3% and 11.9%, respectively, of qualified pension plan assets. See Note 2 for a description of the fair value hierarchy. The fair values of qualified pension plan assets are measured and ascribed to levels within the fair value hierarchy in a manner consistent with the invested assets of the Company that are measured at fair value on a recurring basis. Except for an investment of approximately $163 million in a private REIT through a pooled separate account, there are no significant concentrations of credit risk arising within or across categories of qualified pension plan assets.

F-65

The tables below present a reconciliation for all Level 3 qualified pension plan assets at December 31, 2010 and 2009, respectively.

	Fixed Maturities(1)			Private Real Estate Investment Funds		Private Investment Trusts		Commercial Mortgages			Total
	(In Millions)
Balance at December 31, 2009	$	7		$	12	$	147	$	2		$	168
Actual return on Plan assets:
Relating to assets still held at December 31, 2010		(1	)		1		16		-			16
Relating to assets sold during 2010		-			-		-		-			-
Purchases, sales, issues and settlements, net		-			-		-		(2	)		(2	)
Transfers into/out of Level 3		-			-		-		-			-
Balance at December 31, 2010	$	6		$	13	$	163	$	-		$	182


Balance at January 1, 2009	$	6	$	15		$	224		$	2	$	247
Actual return on Plan assets:
Relating to assets still held at December 31, 2009		1		(3	)		(77	)		-		(79	)
Purchases, sales, issues and settlements, net		-		-			-			-		-
Transfers into/out of Level 3		-		-			-			-		-
Balance at December 31, 2009	$	7	$	12		$	147		$	2	$	168

(1)

Includes commercial mortgage- and asset-backed securities and other structured debt.

F-66

The discount rate assumptions used by the Company to measure the benefits obligations and related net periodic cost of its qualified and non-qualified pension plans reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under each of the Company’s qualified and non-qualified pension plans were discounted using a published high-quality bond yield curve. The discount rate used to measure each of the benefits obligation at December 31, 2010 and 2009 represents the level equivalent spot discount rate that produces the same aggregate present value measure of the total benefits obligation as the aforementioned discounted cash flow analysis. The following table discloses the weighted-average assumptions used to measure the Company’s pension benefit obligations and net periodic pension cost at and for the years ended December 31, 2010 and 2009.

	2010			2009
Discount rates:
Benefit obligation		5.25	%		6.00	%
Periodic cost		6.00	%		6.50	%

Rates of compensation increase:
Benefit obligation and periodic cost		6.00	%		6.00	%

Expected long-term rates of return on pension plan assets (periodic cost)		6.75	%		6.75	%

The expected long-term rate of return assumption on plan assets is based upon the target asset allocation of the plan portfolio and is determined using forward-looking assumptions in the context of historical returns and volatilities for each asset class.

Prior to 1987, participants’ benefits under AXA Equitable’s qualified plan were funded through the purchase of non-participating annuity contracts from AXA Equitable. Benefit payments under these contracts were approximately $14 million, $16 million and $17 million for 2010, 2009 and 2008, respectively.

The following table provides an estimate of future benefits expected to be paid in each of the next five years, beginning January 1, 2011, and in the aggregate for the five years thereafter. These estimates are based on the same assumptions used to measure the respective benefit obligations at December 31, 2010 and include benefits attributable to estimated future employee service.

	Pension
	Benefits
	(In Millions)

2011	$	190
2012		199
2013		198
2014		197
2015		195
Years 2016-2020		943

AllianceBernstein maintains several unfunded long-term incentive compensation plans for the benefit of certain eligible employees and executives. The AllianceBernstein Capital Accumulation Plan was frozen on December 31, 1987 and no additional awards have been made, however, ACMC, Inc. (“ACMC”), an indirect wholly owned subsidiary of AXA Financial, is obligated to make capital contributions to AllianceBernstein in amounts equal to benefits paid under this plan as well as other assumed contractual unfunded deferred compensation arrangements covering certain executives. For the remaining active plans, benefits vest ratably over periods ranging from 3 to 8 years, and the related costs are amortized as compensation and benefit expense over the shorter of the vesting period or other basis provided for by specific plan provisions. Prior to 2009, participants in these plans designated the percentages of their awards to be allocated among notional investments in Holding units, AllianceBernstein investment services, and, in certain instances, options to acquire Holding units. Beginning in 2009, annual awards granted under the Amended and Restated AllianceBernstein Incentive Compensation Award Program were in the form of restricted Holding units. The Company recorded compensation and benefit expenses in connection with these long-term incentive compensation plans of AllianceBernstein totaling $216 million, $221 million and $133 million for 2010, 2009 and 2008, respectively. As further described in Note 13, the cost of the 2010 awards made in the form of restricted Holding units was measured, recognized, and disclosed as a share-based compensation program.

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13)	SHARE-BASED AND OTHER COMPENSATION PROGRAMS

AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and financial professionals of AXA Financial and its subsidiaries, including the Company. AllianceBernstein also sponsors its own unit option plans for certain of its employees. Activity in these share-based plans in the discussions that follow relates to awards granted to eligible employees and financial professionals of AXA Financial and its subsidiaries under each of these plans in the aggregate, except where otherwise noted.

In first quarter 2010, AXA voluntarily delisted the AXA ADRs from the New York Stock Exchange and filed to deregister and terminate its reporting obligation with the SEC. AXA’s deregistration became effective in second quarter 2010. Following these actions, AXA ADRs continue to trade in the over-the-counter markets in the U.S. and be exchangeable into AXA ordinary shares on a one-to-one basis while AXA ordinary shares continue to trade on the Euronext Paris, the primary and most liquid market for AXA shares. Consequently, current holders of AXA ADRs may continue to hold or trade those shares, subject to existing transfer restrictions, if any. The terms and conditions of AXA Financial’s share-based compensation programs generally were not impacted by the delisting and deregistration except that AXA ordinary shares generally will be delivered to participants in lieu of AXA ADRs at exercise or maturity of outstanding awards and new offerings are based on AXA ordinary shares. In addition, due to U.S. securities law restrictions, certain blackouts on option exercise occur each year when updated financial information for AXA is not available. Contributions to the AXA Financial Qualified and Non-Qualified Stock Purchase Plans were suspended and contributions to the 401(k) Plan - AXA ADR Fund investment option were terminated coincident with AXA’s delisting and deregistration. None of the modifications made to AXA Financial’s share-based compensation programs as a result of AXA’s delisting and deregistration resulted in recognition of additional compensation expense.

For 2010, 2009 and 2008, respectively, the Company recognized compensation costs of $199 million, $78 million and $34 million for share-based payment arrangements as further described herein.

Performance Units. On April 1, 2010, approximately 620,507 performance units earned under the AXA Performance Unit Plan 2008 were fully vested for total value of approximately $14 million. Distributions to participants were made on April 22, 2010, resulting in cash settlements of approximately 81.5% of these performance units for aggregate value of approximately $11 million and equity settlements of the remainder with approximately 114,757 AXA ordinary shares for aggregate value of approximately $3 million. The AXA ordinary shares are subject to a non-transferability restriction of two years. These AXA ordinary shares were sourced from immediate exchange on a one-for-one basis of the 220,000 AXA ADRs for which AXA Financial Group paid $7 million in settlement on April 10, 2010 of a forward purchase contract entered into on June 16, 2008.

On March 19, 2010, under the terms of the AXA Performance Unit Plan 2010, the AXA Management Board awarded approximately 1.6 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries. The extent to which 2010-2011 cumulative two-year targets measuring the performance of AXA and the insurance-related businesses of AXA Financial Group are achieved will determine the number of performance units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. Half of the performance units earned during this two-year cumulative performance period will vest and be settled on each of the second and third anniversaries of the award date. The price used to value the performance units at each settlement date will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 16, 2012 and March 18, 2013, respectively. Participants may elect to receive AXA ordinary shares in lieu of cash for all or a portion of the performance units that vest on the third anniversary of the grant date. For 2010, the expense associated with the March 19, 2010 grant of performance units was approximately $8 million.

F-68

On May 10, 2009, approximately 318,051 performance units earned under the AXA Performance Unit Plan 2007 were fully vested for total value of approximately $5.1 million. Distributions to participants were made on May 21, 2009, resulting in cash settlements of approximately 85% of these performance units for aggregate value of approximately $4 million and equity settlements of the remainder with approximately 46,615 AXA ADRs for aggregate value of approximately $1 million. The AXA ordinary shares are subject to non-transferability restriction for two years. These AXA ADRs were sourced from settlement on May 10, 2009 of a forward purchase contract entered into on September 26, 2007 by which AXA Financial took delivery of 78,000 shares for payment of approximately $4 million.

On March 20, 2009, under the terms of the AXA Performance Unit Plan 2009, the AXA Management Board awarded approximately 1.3 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries. During each year that the performance unit awards are outstanding, a pro-rata portion of the units may be earned based on criteria measuring the performance of AXA and the insurance-related businesses of AXA Financial Group. The extent to which performance targets are met determines the number of performance units earned, which may vary between 0% and 130% of the number of performance units at stake. Performance units earned under the 2009 plan generally cliff-vest on the second anniversary of their award date. When fully-vested, the performance units earned will be settled in cash or, in some cases, a combination of cash (70%) and stock (30%), the stock having transfer restrictions for a two-year period. For 2009 awards, the price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 18, 2011. For 2010 and 2009, the Company recognized compensation expense of approximately $9 million and $5 million in respect of the March 20, 2009 grant of performance units.

On June 16, 2008, AXA Financial entered into a total return swap and a forward purchase contract on the AXA ADR to limit its price exposure on awards expected to vest on April 1, 2010 under the terms of the AXA Performance Unit Plan 2008. Terms of the swap agreement require quarterly payments by AXA Financial of a LIBOR-based spread in exchange for a total return payment on the AXA ADR based on 773,000 notional shares. The forward purchase contract requires AXA Financial to take delivery of 220,000 AXA ADRs on April 10, 2010 for payment of $33.7329 per share, or approximately $7 million. The forward purchase obligation has been recognized by AXA Financial Group in its consolidated balance sheets at December 31, 2009 as a direct reduction of capital in excess of par value and does not require adjustment in future periods for changes in value.

On March 31, 2008, approximately 702,404 performance units earned under the AXA Performance Unit Plan 2006 were fully vested for total value of approximately $24 million, including incremental units earned from having exceeded targeted 2007 performance criteria by 0.68%. Distributions to participants were made on April 10, 2008, resulting in cash settlements of approximately 78% of these performance units for aggregate value of approximately $19 million and equity settlements of the remainder with approximately 153,494 AXA ADRs for aggregate value of approximately $6 million. The AXA ADRs has a non-transferability restriction for two years which expired in 2010. These AXA ADRs were sourced from settlement on March 31, 2008 of a forward purchase contract entered into on March 19, 2007, by which AXA Financial took delivery of 167,500 shares for payment of approximately $7 million.

For 2010, 2009 and 2008, the Company recognized compensation costs of $16 million, $5 million and $6 million, respectively, for performance units earned to date. The change in fair value of these awards is measured by the closing price of the underlying AXA ordinary shares or AXA ADRs. The cost of performance unit awards, as adjusted for achievement of performance targets and pre-vesting forfeitures is attributed over the shorter of the cliff-vesting period or to the date at which retirement eligibility is achieved. The value of performance units earned and reported in Other liabilities in the consolidated balance sheets at December 31, 2010 and 2009 was $38 million and $18 million, respectively. Approximately 2,209,314 outstanding performance units are at risk to achievement of 2010 performance criteria, primarily representing the grant of March 19, 2010 for which cumulative average 2010-2011 performance targets will determine the number of performance units earned and including one-half of the award granted on March 19, 2009.

Option Plans. On March 19, 2010, approximately 2.3 million options to purchase AXA ordinary shares were granted under the terms of the Stock Option Plan at an exercise price of 15.43 euros. Approximately 2.2 million of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date, and approximately 0.1 million have a four-year cliff vesting term. In addition, approximately 0.4 million of the total options awarded on March 19, 2010 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on March 19, 2010 have a ten-year term. The weighted average grant date fair value per option award was estimated at $3.54 using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 36.5%, a weighted average expected term of 6.4 years, an expected dividend yield of 6.98% and a risk-free interest rate of 2.66%. The total fair value of these options (net of expected forfeitures) of approximately $8 million is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. For 2010, the expense associated with the March 19, 2010 grant of options was approximately $3 million.

F-69

On July 1, 2010, the AllianceBernstein 2010 Long Term Incentive Plan (“2010 Plan”) was established, under which various types of Holding unit-based awards may be granted to its employees and independent directors, including restricted or phantom restricted Holding unit awards, Holding unit appreciation rights and performance awards, and options to buy Holding units. The 2010 Plan will expire on June 30, 2020 and no awards under the 2010 Plan will be made after that date. Under the 2010 Plan, the number of newly-issued Holding units with respect to which awards may be granted is 30 million. The 2010 Plan also permits AllianceBernstein to award an additional 30 million Holding units if they acquire the Holding units on the open market or through private purchases. During 2010, AllianceBernstein granted 25,910 options to buy Holding units and 12 million restricted Holding units, net of forfeitures, under the 2010 Plan. As a result, Holding unit-based awards (including options) in respect of 48 million Holding units are available for grant as of December 31, 2010.

On January 23, 2009, AllianceBernstein granted to selected senior officers approximately 6.5 million options to purchase Holding units under the terms of its long-term incentive plan, having an aggregate fair value of approximately $23 million. Except for certain option awards granted in 2007 pursuant to a special deferred compensation program, outstanding options to purchase AllianceBernstein Holding units generally vest ratably over a five year period.

The number of AXA ADRs or AXA ordinary shares authorized to be issued pursuant to option grants and, as further described below, restricted stock grants under The AXA Financial, Inc. 1997 Stock Incentive Plan (the “Stock Incentive Plan”) is approximately 124 million less the number of shares issued pursuant to option grants under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor plan to the Stock Incentive Plan).

F-70

A summary of the activity in the AXA, AXA Financial and AllianceBernstein option plans during 2010 follows:

	Options Outstanding
	AXA Ordinary Shares						AXA ADRs (3)					AllianceBernstein Holding Units
				Weighted						Weighted					Weighted
	Number			Average			Number			Average		Number			Average
	Outstanding			Exercise			Outstanding			Exercise		Outstanding			Exercise
	(In Millions)			Price			(In Millions)			Price		(In Millions)			Price
Options outstanding at
January 1, 2010		15.0		€	23.75			10.9		$	19.95		12.1		$	41.79
Options granted		2.3		€	14.98			-		$	-		.4		$	27.52
Options exercised		-		€	-			(.6	)	$	16.69		(.5	)	$	17.05
Options forfeited, net		(1.0	)	€	26.80			(.3	)	$	27.10		(1.0	)	$	46.68
Options expired		-						-					(.8	)	$	51.39
Options Outstanding at
December 31, 2010		16.3		€	22.34			10.0		$	19.96		10.2		$	41.24
Aggregate Intrinsic
Value(1)				€	-	(2)				$	10.5				$	-	(2)
Weighted Average
Remaining
Contractual Term
(in years)		6.47						2.39					6.9
Options Exercisable at
December 31, 2010		8.7		€	25.36			10.0		$	19.97		2.7		$	44.94
Aggregate Intrinsic
Value(1)				€	-	(2)				$	10.4				$	-	(2)
Weighted Average
Remaining
Contractual Term
(in years)		5.17						2.36					4.7

(1)	Intrinsic value, presented in millions, is calculated as the excess of the closing market price on December 31, 2010 of the respective underlying shares over the strike prices of the option awards.

(2)	The aggregate intrinsic value on options outstanding, exercisable and expected to vest is negative and is therefore presented as zero in the table above.

(3)	AXA ordinary shares generally will be delivered to participants in lieu of AXA ADRs at exercise or maturity.

Cash proceeds received from employee and financial professional exercises of stock options in 2010 was $10 million. The intrinsic value related to employee and financial professional exercises of stock options during 2010, 2009 and 2008 were $3 million, $8 million and $44 million, respectively, resulting in amounts currently deductible for tax purposes of $1 million, $3 million and $15 million, respectively, for the periods then ended. In 2010, 2009 and 2008, windfall tax benefits of approximately $1 million, $2 million and $10 million, respectively, resulted from employee and financial professional exercises of stock option awards.

At December 31, 2010, AXA Financial held 883,832 AXA ADRs and AXA ordinary shares in treasury at a weighted average cost of approximately $26.86 per share, of which approximately 645,414 were designated to fund future exercises of outstanding stock options and approximately 238,418 were designated to fund restricted stock grants. The AXA ADRs were obtained primarily by exercise of call options that had been purchased by AXA Financial beginning in fourth quarter 2004 to mitigate the U.S. dollar price and foreign exchange risks associated with funding exercises of stock options. These call options expired on November 23, 2009. During 2010, AXA Financial utilized approximately 496,907 AXA ADRs and AXA Ordinary Shares from treasury to fund exercises of employee stock options. Outstanding options to purchase AXA Ordinary Shares began to become exercisable on March 29, 2007, coincident with the second anniversary of the first award made in 2005, and exercises of these awards are funded by newly issued AXA ordinary shares.

F-71

For the purpose of estimating the fair value of stock option awards, the Company applies the Black-Scholes model and attributes the result over the requisite service period using the graded-vesting method. A Monte-Carlo simulation approach was used to model the fair value of the conditional vesting feature of the awards of options to purchase AXA ordinary shares. Shown below are the relevant input assumptions used to derive the fair values of options awarded in 2010, 2009 and 2008, respectively.

	AXA Ordinary Shares									AllianceBernstein Holding Units
	2010			2009			2008			2010			2009			2008

Dividend yield		6.98	%		10.69	%		7.12	%		7.2-8.2	%		5.2 - 6.1	%		5.4	%

Expected volatility		36.5	%		57.5	%		34.7	%		46.2-46.6	%		40.0 - 44.6	%		29.3	%

Risk-free interest rates		2.66	%		2.74	%		4.19	%		2.2-2.3	%		1.6-2.1	%		3.2	%

Expected life in years		6.4			5.5			6.0			6.0			6.0-6.5			6.0

Weighted average fair value per
option at grant date	$	3.54		$	2.57		$	5.70		$	6.18		$	3.52		$	10.85

For 2010, 2009 and 2008, AXA Financial Group recognized compensation costs for employee and financial professional stock options of $16 million, $20 million, and $27 million, respectively. As of December 31, 2010, approximately $4 million of unrecognized compensation cost related to unvested employee and financial professionals stock option awards, net of estimated pre-vesting forfeitures, is expected to be recognized by the Company over a weighted average period of 1.6 years.

Restricted Awards. Under the Stock Incentive Plan, AXA Financial grants restricted stock to employees and financial professionals of its subsidiaries. Generally, all outstanding restricted stock awards have vesting terms ranging from three to five years. Under The Equity Plan for Directors (the “Equity Plan”), AXA Financial grants non-officer directors restricted AXA ordinary shares (prior to 2011, AXA ADRs) and unrestricted AXA ordinary shares (prior to March 15, 2010, AXA ADRs) annually. Similarly, AllianceBernstein awards restricted AllianceBernstein Holding units to independent members of its General Partner. In addition, under its Century Club Plan, awards of restricted AllianceBernstein Holding units that vest ratably over three years are made to eligible AllianceBernstein employees whose primary responsibilities are to assist in the distribution of company-sponsored mutual funds.

In 2010, AllianceBernstein granted 13.1 million restricted Holding unit awards to employees. To fund these awards, Holding issued 3.2 million Holding units and AllianceBernstein used 9.9 million, previously repurchased Holding units held in the consolidated rabbi trust. There were approximately 30,000 unallocated Holding units remaining in the consolidated rabbi trust as of December 31, 2010.

In 2009, AllianceBernstein awarded approximately 1.4 million restricted Holding units in connection with certain employment and separation agreements with vesting terms ranging from two to five years. In addition, approximately 8.4 million restricted Holding units were granted by AllianceBernstein under its 2009 incentive compensation program with ratable vesting over a four year period. The aggregate grant date fair values of these 2009 restricted Holding unit awards was approximately $257 million. On December 19, 2008, in accordance with the terms of his employment agreement, AllianceBernstein awarded Mr. Kraus, Chairman and CEO of AllianceBernstein, approximately 2.7 million restricted Holding units with a grant date fair value of $19.20 per Holding unit. These Holding units vest ratably over a 5-year period and are subject to accelerated vesting.

For 2010, 2009 and 2008, respectively, the Company recognized compensation costs of $149 million, $45 million and $6 million for awards outstanding under these restricted award plans. The fair values of awards made under these plans are measured at the date of grant by reference to the closing price of the unrestricted shares, and the result generally is attributed over the shorter of the requisite service period, the performance period, if any, or to the date at which retirement eligibility is achieved and subsequent service no longer is required for continued vesting of the award. At December 31, 2010, approximately 22 million restricted shares and Holding units remain unvested. At December 31, 2010, approximately $419 million of unrecognized compensation cost related to these unvested awards, net of estimated pre-vesting forfeitures, is expected to be recognized over a weighted average period of 3.5 years.

F-72

The following table summarizes unvested restricted stock activity for 2010.

				Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value

Unvested as of January 1, 2010		404,485			$	31.74
Granted		87,055			$	19.76
Vested		(99,779	)		$	28.24
Forfeited		-
Unvested as of December 31, 2010		391,761			$	29.97

Restricted stock vested in 2010, 2009 and 2008 had aggregate vesting date fair values of approximately $2 million, $2 million and $3 million, respectively. In 2008, 149,413 restricted AXA ADRs were granted, having an aggregate grant-date fair value of $6 million.

Tandem SARs/NSOs. In January 2001, certain employees exchanged fully vested in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA ADR non-statutory options (“tandem SARs/NSOs”) of then-equivalent intrinsic value. The value of these tandem SARs/NSOs at December 31, 2009 was $1 million. In third quarter 2010, all remaining outstanding and unexercised tandem SARs/NSOs expired out-of-the-money. During 2010, 2009 and 2008, respectively, approximately 103,569, 11,368 and 652,919 of these awards were exercised at an aggregate cash-settlement value of $357,961, $77,723 and $9 million. The Company recorded compensation expense (credit) for these fully-vested awards of $(142,559), $(474,610) and $(6) million for 2010, 2009 and 2008, respectively, reflecting the impact in those periods of the change in the market price of the AXA ADR on the cash-settlement value of the SARs component of the then-outstanding and unexercised awards.

SARs. On March 19, 2010 and March 20, 2009, respectively, 24,101 and 129,722 Stock Appreciation Rights (“SARs”) were granted to certain financial professionals of AXA Financial subsidiaries, each with a 4-year cliff-vesting schedule. These 2010 and 2009 awards entitle the holder to a cash payment equal to any appreciation in the value of the AXA ordinary share over 15.43 Euros and 10.00 Euros, respectively. At December 31, 2010, 384,330 SARs were outstanding, having weighted average remaining contractual term of 6.5 years. The accrued value of SARs at December 31, 2010 and 2009 was $236,114 and $1 million, respectively, and recorded as liabilities in the consolidated balance sheets. For 2010, 2009 and 2008, the Company recorded compensation expense for SARs of $(865,661), $731,835 and $(2) million, respectively, reflecting the impact in those periods of the changes in their fair values as determined by applying the Black Scholes-Merton formula and assumptions used to price employee stock option awards.

AXA Shareplan. In 2010, eligible employees and financial professionals of participating AXA Financial subsidiaries were offered the opportunity to purchase newly issued AXA stock, subject to plan limits, under the terms of AXA Shareplan 2010. Similar to the AXA Shareplan programs previously offered in 2001 through 2009, the plan offered two investment alternatives that, with limited exceptions, restrict sale or transfer of the purchased shares for a period of five years. The U.S. dollar purchase price was determined by applying the U.S. dollar/Euro forward exchange rate on October 27, 2010 to the discounted formula subscription price in Euros. “Investment Option A” permitted participants to purchase AXA ordinary shares at a 20% formula discounted price of $14.60 per share. “Investment Option B” permitted participants to purchase AXA ordinary shares at a 16.71% formula discounted price of $15.20 per share on a leveraged basis with a guaranteed return of initial investment plus 70% of any appreciation in the undiscounted value of the total shares purchased. The Company recognized compensation expense of $17 million in 2010, $7 million in 2009 and $1 million in 2008 in connection with each respective year’s offering of AXA Shareplan, representing the aggregate discount provided to participants for their purchase of AXA stock under each of those plans, as adjusted for the post-vesting, five-year holding period. Participants in AXA Shareplans 2010, 2009 and 2008 primarily invested under Investment Option B for the purchase of approximately 8 million, 6 million and 7 million AXA ordinary shares, respectively.

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AXA Miles Program. On July 1, 2007, under the terms of the AXA Miles Program 2007, the AXA Management Board granted 50 AXA Miles to every employee and eligible financial professional of AXA Group for the purpose of enhancing long-term employee-shareholder engagement. Each AXA Mile represents the right to receive one unrestricted AXA ordinary share on July 1, 2011, conditional only upon continued employment with AXA at the close of the four-year cliff-vesting period with exceptions for retirement, death, and disability. The grant date fair value of approximately 449,400 AXA Miles awarded to employees and financial professionals of AXA Financial’s subsidiaries was approximately $19 million, measured as the market equivalent of a vested AXA ordinary share. Beginning on July 1, 2007, the total fair value of this award, net of expected forfeitures, has been expensed over the shorter of the vesting term or to the date at which the participant becomes retirement eligible. For 2010, 2009 and 2008, respectively, the Company recognized compensation expense of approximately $2 million, $2 million and $2 million in respect of this grant of AXA Miles. Provided certain performance targets are achieved, an additional allocation of 50 AXA Miles per employee and eligible financial professional will be considered for future award under terms then-to-be-determined and approved by the AXA Management Board.

Stock Purchase Plans. On September 30, 2010, AXA Financial announced the rollout of a new stock purchase plan that offers eligible employees and financial professionals the opportunity to receive a 10% match on AXA ordinary share purchases. The first purchase date was November 11, 2010, after which purchases generally will be scheduled to occur at the end of each calendar quarter. The number of AXA ordinary shares reserved for purchase under the plan is 30,000,000.

F-74

14)	NET INVESTMENT INCOME (LOSS) AND INVESTMENT GAINS (LOSSES), NET

The following table breaks out Net investment income (loss) by asset category:

	2010			2009			2008
	(In Millions)

Fixed maturities	$	1,616		$	1,582		$	1,669
Mortgage loans on real estate		231			231			252
Equity real estate		20			6			12
Other equity investments		111			(68	)		(111	)
Policy loans		234			238			251
Short-term investments		11			21			31
Derivative investments		(284	)		(3,079	)		7,302
Broker-dealer related receivables		12			15			65
Trading securities		49			137			(344	)
Other investment income		36			14			28

Gross investment income (loss)		2,036			(903	)		9,155

Investment expenses		(56	)		(73	)		(65	)
Interest expense		(4	)		(4	)		(36	)

Net Investment Income (Loss)	$	1,976		$	(980	)	$	9,054

For 2010, 2009 and 2008, respectively, Net investment income (loss) from derivatives included $(968) million, $(1,769) million and $6,623 million of realized gains (losses) on contracts closed during those periods and $684 million, $(1,310) million and $679 million of unrealized gains (losses) on derivative positions at each respective year end.

Investment gains (losses), net including changes in the valuation allowances, are as follows:

	2010			2009			2008
	(In Millions)

Fixed maturities	$	(200	)	$	(2	)	$	(367	)
Mortgage loans on real estate		(18	)		-			2
Equity real estate		-			-			(2	)
Other equity investments		34			53			12
Other(1)		-			3			16
Investment Gains (Losses), Net	$	(184	)	$	54		$	(339	)

(1)

In 2008, AllianceBernstein issued units to its employees under long-term incentive plans. As a result of these transactions, the Company recorded non-cash realized gains of $10 million for 2008. In 2009, the FASB issued new guidance in which a gain or loss will be recognized only when an entity loses control and deconsolidates a subsidiary. As a result, in 2010 and 2009, no gain or loss was recorded on these transactions.

There were no writedowns of mortgage loans on real estate and of equity real estate in 2010, 2009 and 2008.

For 2010, 2009 and 2008, respectively, proceeds received on sales of fixed maturities classified as AFS amounted to $840 million, $2,901 million and $324 million. Gross gains of $28 million, $320 million and $3 million and gross losses of $16 million, $128 million and $95 million were realized on these sales in 2010, 2009 and 2008, respectively. The change in unrealized investment gains (losses) related to fixed maturities classified as AFS for 2010, 2009 and 2008 amounted to $903 million, $2,353 million and $(2,526) million, respectively.

F-75

For 2010, 2009 and 2008, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $31 million, $40 million and $48 million.

Changes in unrealized gains (losses) reflect changes in fair value of only those fixed maturities and equity securities classified as AFS and do not reflect any changes in fair value of policyholders’ account balances and future policy benefits.

The net unrealized investment gains (losses) included in the consolidated balance sheets as a component of AOCI and the changes for the corresponding years, follow:

	2010			2009			2008
	(In Millions)

Balance, attributable to AXA Equitable, beginning of year	$	(68	)	$	(1,271	)	$	104
Changes in unrealized investment gains (losses) on investments		835			2,494			(2,609	)
Impact of unrealized investment gains (losses) attributable to:
Participating group annuity contracts, Closed Block policyholder dividend obligation and other		(68	)		58			(164	)
DAC		(110	)		(578	)		582
Deferred income tax (expense) benefit		(217	)		(705	)		746
Total		372			(2	)		(1,341	)
Less: Changes in unrealized investment (gains) losses attributable to noncontrolling interest		7			(66	)		70
Balance, Attributable to AXA Equitable, End of Year	$	379		$	(68	)	$	(1,271	)


Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities	$	875		$	33		$	(2,450	)
Other equity investments		2			9			(2	)
Total		877			42			(2,452	)
Impact of unrealized investment gains (losses) attributable to:
Participating group annuity contracts, Closed Block policyholder dividend obligation and other		(139	)		(71	)		(129	)
DAC		(133	)		(23	)		555
Deferred income tax (expense) benefit		(218	)		(1	)		704
Total		387			(53	)		(1,322	)
Less: (Income) loss attributable to noncontrolling interest		(8	)		(15	)		51
Balance, Attributable to AXA Equitable, End of Year	$	379		$	(68	)	$	(1,271	)

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15)	INCOME TAXES

A summary of the income tax (expense) benefit in the consolidated statements of earnings (loss) follows:

	2010				2009			2008
	(In Millions)

Income tax (expense) benefit:
Current (expense) benefit		$	(34	)		$	81		$	320
Deferred (expense) benefit			(673	)			1,191			(2,011	)
Total		$	(707	)		$	1,272		$	(1,691	)

The Federal income taxes attributable to consolidated operations are different from the amounts determined by multiplying the earnings before income taxes and minority interest by the expected Federal income tax rate of 35%. The sources of the difference and their tax effects are as follows:

	2010			2009			2008
	(In Millions)

Expected income tax (expense) benefit	$	(1,055	)	$	1,078		$	(1,885	)
Noncontrolling interest		66			105			132
Separate Accounts investment activity		53			72			67
Non-taxable investment (income) loss		15			27			(26	)
Adjustment of tax audit reserves		(13	)		7			(10	)
State income taxes		(5	)		(12	)		(21	)
AllianceBernstein Federal and foreign taxes		(3	)		(6	)		53
Tax Settlement		99			-			-
ACMC conversion		135			-			-
Other		1			1			(1	)
Income Tax (expense) benefit	$	(707	)	$	1,272		$	(1,691	)

AXA Equitable recognized a tax benefit in 2010 of $99 million related to the settlement with the Appeals Office of the Internal Revenue Service (“IRS”) of issues for the 1997-2003 tax years.

Due to the conversion of ACMC, Inc. from a corporation to a limited liability company in 2010, AXA Equitable recognized a tax benefit of $135 million primarily related to the release of state deferred taxes.

On August 16, 2007, the IRS issued Revenue Ruling 2007-54 that purported to change accepted industry and IRS interpretations of the statutes governing the computation of the Separate Account dividends received deduction (“DRD”). This ruling was suspended on September 25, 2007 in Revenue Ruling 2007-61, and the U.S. Department of the Treasury (the “Treasury”) indicated that it would address the computational issues in a regulation project. The Treasury 2010-2011 Priority Guidance Plan includes an item for guidance with respect to the calculation of the Separate Account dividend received deduction. Any regulations that the Treasury ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. The ultimate timing and substance of any such regulations are unknown, but they could result in the elimination or reduction of the Separate Account DRD tax benefit that the Company receives.

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The components of the net deferred income taxes are as follows:

	December 31, 2010				December 31, 2009
	Assets		Liabilities		Assets		Liabilities
	(In Millions)

Compensation and related benefits	$	229	$	-	$	438	$	-
Reserves and reinsurance		-		977		-		879
DAC		-		2,610		-		2,307
Unrealized investment gains or losses				259		40		-
Investments		-		800		-		585
Alternative minimum tax credits		241		-		-		-
Other		108		-		67		-
Total	$	578	$	4,646	$	545	$	3,771

The Company provides income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are permanently invested outside the United States. As of December 31, 2010, $206 million of accumulated undistributed earnings of non-U.S. corporate subsidiaries were permanently invested. At existing applicable income tax rates, additional taxes of approximately $74 million would need to be provided if such earnings were remitted.

At December 31, 2010, the total amount of unrecognized tax benefits was $525 million, of which $510 million would affect the effective rate and $15 million was temporary in nature. At December 31, 2009, the total amount of unrecognized tax benefits was $658 million, of which $483 million would affect the effective rate and $175 million was temporary in nature.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in tax expense. Interest and penalties included in the amounts of unrecognized tax benefits at December 31, 2010 and 2009 were $91 million and $81 million, respectively. For 2010, 2009 and 2008, respectively, there were $10 million, $4 million and $9 million in interest expense related to unrecognized tax benefits.

A reconciliation of unrecognized tax benefits (excluding interest and penalties) follows:

	2010			2009			2008
	(In Millions)
Balance at January 1	$	577		$	477		$	376
Additions for tax positions of prior years		168			155			97
Reductions for tax positions of prior years		(266	)		(50	)		(5	)
Additions for tax positions of current year		1			1			1
Reductions for tax positions of current year		-			-			-
Settlements with tax authorities		(46	)		(6	)		8
Balance, December 31	$	434		$	577		$	477

IRS examinations of the AXA Equitable Federal income tax returns for 2004 and 2005 are expected to be completed during 2011. It is reasonably possible that the total amounts of unrecognized tax benefits will change within the next 12 months due to the completion of the AXA Equitable 2004 and 2005 examinations and the addition of new issues for open tax years. The possible change in the amount of unrecognized tax benefits cannot be estimated at this time.

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16)	DISCONTINUED OPERATIONS

The Company’s discontinued operations include: equity real estate held-for-sale; disposals of businesses; and, through December 31, 2009, Wind-up Annuities. No real estate was held for sale at December 31, 2010 and 2009. The following tables reconcile the Earnings (loss) from discontinued operations, net of income taxes and Gains (losses) on disposal of discontinued operations, net of income taxes to the amounts reflected in the consolidated statements of earnings (loss) for the years ended December 31, 2009 and 2008:

	2010		2009			2008
	(In Millions)

Earnings (Loss) from Discontinued Operations,
Net of Income Taxes:
Wind-up Annuities	$	-	$	(9	)	$	(28	)
Real estate held-for-sale		-		12			23
Total	$	-	$	3		$	(5	)

Gains (Losses) on Disposal of Discontinued Operations,
Net of Income Taxes:
Real estate held-for-sale	$	-	$	-		$	6
Total	$	-	$	-		$	6

During second quarter 2009, an equity real estate property jointly owned by Wind-up Annuities and AXA Equitable’s continuing operations was sold to a wholly owned subsidiary of AXA Financial. Wind-up Annuities recorded book value at the date of sale was of $124 million. Proceeds on the sale that were received by Wind-up Annuities’ were $320 million. In connection with the sale, Wind-up Annuities acquired a $150 million mortgage from the affiliate on the property sold and a $50 million interest in another equity real estate property from continuing operations.

Disposal of Businesses

In accordance with their October 2006 agreement, during 2007, AXA Financial and its subsidiaries, AXA Equitable, Enterprise Capital Management, Inc. (“Enterprise”) and Enterprise Fund Distributors, Inc., (“EFD”) transferred to Goldman Sachs Asset Management L.P. (“GSAM”) assets of the business of serving as sponsor of and investment manager to 27 of the 31 funds of AXA Enterprise Multimanager Funds Trust, AXA Enterprise Funds Trust and The Enterprise Group of Funds, Inc. (collectively, the “AXA Enterprise Funds”) and completed the reorganization of such funds to corresponding mutual funds managed by GSAM. In 2008, AXA Financial completed the reorganization and/or liquidation of the remaining four retail mutual funds in AXA Enterprise Funds of the remaining funds which together had approximately $662 million in assets under management as of December 31, 2007. As a result of management’s disposition plan, AXA Enterprise Funds advisory and distribution and investment management contracts and operations were reported as Discontinued Operations. Proceeds received in 2008 on the disposition of the AXA Enterprise Funds totaled $3 million.

F-79

17)	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AOCI represents cumulative gains (losses) on items that are not reflected in earnings. The balances for the past three years follow:

	December 31,
	2010				2009				2008
	(In Millions)

Unrealized gains (losses) on investments		$	387			$	9			$	(1,322	)
Defined benefit pensions plans			(1,008	)			(968	)			(965	)
Impact of implementing new accounting guidance, net of taxes			-				(62	)			-
Total accumulated other comprehensive income (loss)			(621	)			(1,021	)			(2,287	)
Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest			(8	)			(15	)			51
Accumulated Other Comprehensive Income (Loss) Attributable to AXA Equitable		$	(629	)		$	(1,036	)		$	(2,236	)

The components of OCI for the past three years follow:

	2010			2009			2008
	(In Millions)

Net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during
the year	$	646		$	2,558		$	(2,972	)
(Gains) losses reclassified into net
earnings (loss) during the year		189			(2	)		363
Net unrealized gains (losses) on investments		835			2,556			(2,609	)
Adjustments for policyholders liabilities,
DAC and deferred income taxes		(395	)		(1,225	)		1,164
Change in unrealized gains (losses), net of adjustments		440			1,331			(1,445	)
Change in defined benefits pension plans		(40	)		(3	)		(593	)
Total other comprehensive income (loss), net of income taxes		400			1,328			(2,038	)
Less: Other comprehensive (income) loss attributable to noncontrolling interest		7			(66	)		70
Other Comprehensive Income (Loss) Attributable to AXA Equitable	$	407		$	1,262		$	(1,968	)

18)	COMMITMENTS AND CONTINGENT LIABILITIES

Debt Maturities

At December 31, 2010, aggregate maturities of the long-term debt, including any current portion of long-term debt, based on required principal payments at maturity, were $0 million for 2011, 2012, 2013 and 2014, $200 million for 2015 and $0 million thereafter.

Leases

The Company has entered into operating leases for office space and certain other assets, principally information technology equipment and office furniture and equipment. Future minimum payments under non-cancelable operating leases for 2011 and the four successive years are $212 million, $218 million, $225 million, $219 million, $211 million and $1,827 million thereafter. Minimum future sublease rental income on these non-cancelable operating leases for 2011 and the four successive years is $9 million, $13 million, $14 million, $14 million, $14 million and $57 million thereafter.

F-80

Restructuring

As part of the Company’s on-going efforts to reduce costs and operate more efficiently, from time to time, management has approved and initiated plans to reduce headcount and relocate certain operations. The restructuring costs and liabilities associated with the Company’s initiatives were as follows:

	December 31,
	2010			2009			2008
	(In Millions)

Balance, beginning of year	$	20		$	60		$	31
Additions		90			79			68
Cash payments		(94	)		(112	)		(34	)
Other reductions		(5	)		(7	)		(5	)
Balance, End of Year	$	11		$	20		$	60

During 2010, AllianceBernstein performed a comprehensive review of its real estate requirements in connection with their workforce reductions commencing in 2008. As a result, AllianceBernstein recorded a pre-tax charge of $102 million in 2010 that reflected the net present value of the difference between the amount of AllianceBernstein’s on-going contractual operating lease obligations for this space and their estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to this space.

Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates, investors and others. At December 31, 2010, these arrangements include commitments by the Company to provide equity financing of $497 million to certain limited partnerships under certain conditions. Management believes the Company will not incur material losses as a result of these commitments.

AXA Equitable is the obligor under certain structured settlement agreements it had entered into with unaffiliated insurance companies and beneficiaries. To satisfy its obligations under these agreements, AXA Equitable owns single premium annuities issued by previously wholly owned life insurance subsidiaries. AXA Equitable has directed payment under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent liability exists with respect to these agreements should the previously wholly owned subsidiaries be unable to meet their obligations. Management believes the need for AXA Equitable to satisfy those obligations is remote.

The Company had $59 million of undrawn letters of credit related to reinsurance at December 31, 2010. AXA Equitable had $178 million of commitments under existing mortgage loan agreements at December 31, 2010.

The Insurance Group has implemented capital management actions to mitigate statutory reserve strain for certain level term and UL policies with secondary guarantees and GMDB and GMIB riders on the Accumulator® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA Bermuda, a wholly-owned subsidiary of AXA Financial.

AXA Equitable, U.S. Financial Life Insurance Company (“USFL”) and MLOA receive statutory reserve credits for reinsurance treaties with AXA Bermuda to the extent AXA Bermuda holds assets in an irrevocable trust ($5,462 million) and/or letters of credit ($2,135 million). Under the reinsurance transactions, AXA Bermuda is permitted to transfer assets from the Trust under certain circumstances. The level of statutory reserves held by AXA Bermuda fluctuate based on market movements, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could adversely impact our liquidity.

F-81

In addition, AXA Bermuda utilizes derivative instruments as well as repurchase agreement transactions that are collectively managed in an effort to reduce the economic impact of unfavorable changes to GMDB and GMIB reserves. The use of such instruments are accompanied by agreements which specify the circumstances under which the parties are required to pledge collateral related to the decline in the estimated fair value of specified instruments. Moreover, under the terms of a majority of the transactions, payments to counterparties related to the change in fair value of the instruments may be required. The amount of collateral pledged and the amount of payments required to be made pursuant to such transactions may increase under certain circumstances, which could adversely impact AXA Bermuda’s liquidity.

In February 2002, AllianceBernstein signed a $125 million agreement with a commercial bank under which it guaranteed certain obligations of SCBL incurred in the ordinary course of its business in the event SCBL is unable to meet these obligations.

In December 2010, AllianceBernstein executed a guarantee in connection with the $1,000 million 2010 AB Credit Facility. If SCB LLC is unable to meet its obligations, AllianceBernstein will pay the obligations when due or on demand.

During 2010, AllianceBernstein executed three additional agreements with commercial banks, under which AllianceBernstein guaranteed $503 million of obligations in the ordinary course of business of SCBL. In the event SCBL is unable to meet its obligations, AllianceBernstein will pay the obligations when due.

During 2010, AllianceBernstein was not required to perform under these agreements and at December 31, 2010 had no liability outstanding in connection with these agreements.

19)	LITIGATION

Insurance Litigation

A putative class action entitled Eagan et al. v. AXA Equitable Life Insurance Company was filed in the District Court for the Central District of California in December 2006 against AXA Equitable as plan sponsor and fiduciary for an ERISA retiree health plan. The action was brought by two plan participants on behalf of all past and present employees and agents who received retiree medical benefits from AXA Equitable at any time after January 1, 2004, or who will receive such benefits in 2006 or later, excluding certain retired agents. Plaintiffs allege that AXA Equitable’s adoption of a revised version of its retiree health plan in 1993 (the “1993 Plan”) was not authorized or effective. Plaintiffs contend that AXA Equitable has therefore breached the retiree health plan by imposing the terms of the 1993 Plan on plaintiffs and other retirees. Plaintiffs allege that, even if the 1993 Plan is controlling, AXA Equitable has violated the terms of the retiree health plan by imposing health care costs and coverages on plaintiffs and other retirees that are not authorized under the 1993 Plan. Plaintiffs also allege that AXA Equitable breached fiduciary duties owed to plaintiffs and retirees by allegedly misrepresenting and failing to disclose information to them. The plaintiffs seek compensatory damages, restitution and injunctive relief prohibiting AXA Equitable from violating the terms of the applicable plan, together with interest and attorneys’ fees. In December 2010, the Court granted preliminary approval of a settlement between the parties and notices were sent to the class members.

AllianceBernstein Litigation

Market Timing-Related Matters

In October 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against AllianceBernstein, AB Holding, AllianceBernstein Corporation, AXA Financial, certain investment company funds (the “U.S. Funds”) distributed by AllianceBernstein Investments, Inc., a wholly-owned subsidiary of AllianceBernstein, the registrants and issuers of those funds, certain officers of AllianceBernstein (the “AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint alleges that certain defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of U.S. Fund securities, violating various securities laws.

Following October 2003, additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various Federal and state courts against AllianceBernstein and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of AllianceBernstein Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of AllianceBernstein.

On April 21, 2006, AllianceBernstein and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement was documented by a stipulation of settlement which has been approved by the court. The settlement amount ($30 million), which AllianceBernstein previously expensed and disclosed, has been disbursed. The derivative claims brought on behalf of AB Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

___________________________________

F-82

Although the outcome of litigation generally cannot be predicted with certainty, management intends to vigorously defend against the allegations made by the plaintiffs in the actions described above and believes that the ultimate resolution of the litigations described above involving AXA Equitable and/or its subsidiaries should not have a material adverse effect on the consolidated financial position of the Company. Management cannot make an estimate of loss, if any, or predict whether or not any of the litigations described above will have a material adverse effect on the Company’s consolidated results of operations in any particular period.

In addition to the matters described above, a number of lawsuits have been filed against life and health insurers in the jurisdictions in which AXA Equitable and its respective insurance subsidiaries do business involving insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration and other matters. Some of the lawsuits have resulted in the award of substantial judgments against other insurers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages. AXA Equitable and AXA Life, like other life and health insurers, from time to time are involved in such litigations. Some of these actions and proceedings filed against AXA Equitable and its subsidiaries have been brought on behalf of various alleged classes of claimants and certain of these claimants seek damages of unspecified amounts. While the ultimate outcome of such matters cannot be predicted with certainty, in the opinion of management no such matter is likely to have a material adverse effect on the Company’s consolidated financial position or results of operations. However, it should be noted that the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

20)	INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

AXA Equitable is restricted as to the amounts it may pay as dividends to AXA Financial. Under the applicable states’ insurance law, a domestic life insurer may, without prior approval of the Superintendent, pay a dividend to its shareholders not exceeding an amount calculated based on a statutory formula. This formula would permit AXA Equitable to pay shareholder dividends not greater than $380 million during 2011. Payment of dividends exceeding this amount requires the insurer to file notice of its intent to declare such dividends with the Superintendent who then has 30 days to disapprove the distribution. For 2010, 2009 and 2008, the Insurance Group’s statutory net income (loss) totaled $(510) million, $1,783 million and $(1,075) million, respectively. Statutory surplus, capital stock and Asset Valuation Reserve (“AVR”) totaled $4,232 million and $3,838 million at December 31, 2010 and 2009, respectively. In 2010, AXA Equitable paid $300 million in shareholder dividends; no dividends were paid in 2009 and 2008.

At December 31, 2010, AXA Equitable, in accordance with various government and state regulations, had $89 million of securities on deposit with such government or state agencies.

In fourth quarter 2008, AXA Equitable issued two $500 million surplus notes to AXA Financial. The notes, both of which mature on December 1, 2018, have a fixed interest rate of 7.1%. The accrual and payment of interest expense and the payment of principal related to surplus notes require approval from the New York State Insurance Department (“the NYID”). Interest expense in 2011 will approximate $71 million.

At December 31, 2010 and for the year then ended, there were no differences in net income (loss) and capital and surplus resulting from practices prescribed and permitted by NYID and those prescribed by NAIC Accounting Practices and Procedures effective at December 31, 2010.

Accounting practices used to prepare statutory financial statements for regulatory filings of stock life insurance companies differ in certain instances from U.S. GAAP. The differences between statutory surplus and capital stock determined in accordance with Statutory Accounting Principles (“SAP”) and total equity under U.S. GAAP are primarily: (a) the inclusion in SAP of an AVR intended to stabilize surplus from fluctuations in the value of the investment portfolio; (b) future policy benefits and policyholders’ account balances under SAP differ from U.S. GAAP due to differences between actuarial assumptions and reserving methodologies; (c) certain policy acquisition costs are expensed under SAP but deferred under U.S. GAAP and amortized over future periods to achieve a matching of revenues and expenses; (d) under SAP, Federal income taxes are provided on the basis of amounts currently payable with limited recognition of deferred tax assets while under U.S. GAAP, deferred taxes are recorded for temporary differences between the financial statements and tax basis of assets and liabilities where the probability of realization is reasonably assured; (e) the valuation of assets under SAP and U.S. GAAP differ due to different investment valuation and depreciation methodologies, as well as the deferral of interest-related realized capital gains and losses on fixed income investments; (f) the valuation of the investment in AllianceBernstein and AllianceBernstein Holding under SAP reflects a portion of the market value appreciation rather than the equity in the underlying net assets as required under U.S. GAAP; (g) the provision for future losses of the discontinued Wind-Up Annuities business is only required under U.S. GAAP; (h) reporting the surplus notes as a component of surplus in SAP but as a liability in U.S. GAAP; (i) computer software development costs are capitalized under U.S. GAAP but expensed under SAP; (j) certain assets, primarily pre-paid assets, are not admissible under SAP but are admissible under U.S. GAAP and (k) the fair valuing of all acquired assets and liabilities including intangible assets are required for U.S. GAAP purchase accounting.

F-83

The following tables reconcile the Insurance Group’s statutory change in surplus and capital stock and statutory surplus and capital stock determined in accordance with accounting practices prescribed by NYID laws and regulations with net earnings (loss) and equity on a U.S. GAAP basis.

	December 31,
	2010			2009			2008
	(In Millions)

Net change in statutory surplus and
capital stock	$	685		$	(39	)	$	(3,414	)
Change in AVR		(291	)		289			(809	)
Net change in statutory surplus, capital stock
and AVR		394			250			(4,223	)
Adjustments:
Future policy benefits and policyholders’
account balances		(61	)		(5,995	)		3
DAC		747			860			(2,090	)
Deferred income taxes		(1,006	)		1,167			(4,116	)
Valuation of investments		145			(659	)		3,695
Valuation of investment subsidiary		366			(579	)		5,046
Change in fair value of reinsurance contracts		2,350			(2,566	)		1,567
Pension adjustment		56			17			1,390
Premiums and benefits ceded to AXA Bermuda		(1,099	)		5,541			2,847
Issuance of surplus notes		-			-			(1,000	)
Shareholder dividends paid		300			-			-
Changes in non-admitted assets		(64	)		29			137
Other, net		(55	)		(33	)		(13	)
U.S. GAAP adjustments for Wind-up Annuities		-			(195	)		(17	)
U.S. GAAP Net Earnings (Loss) Attributable to AXA Equitable	$	2,073		$	(2,163	)	$	3,226

F-84

	December 31,
	2010			2009			2008
	(In Millions)

Statutory surplus and capital stock	$	3,801		$	3,116		$	3,155
AVR		431			722			433
Statutory surplus, capital stock and AVR		4,232			3,838			3,588
Adjustments:
Future policy benefits and policyholders’ account balances		(2,015	)		(1,464	)		(1,487	)
DAC		8,383			7,745			7,482
Deferred income taxes		(4,775	)		(3,705	)		(4,585	)
Valuation of investments		1,658			673			(2,312	)
Valuation of investment subsidiary		(657	)		(1,019	)		588
Fair value of reinsurance contracts		4,606			2,256			4,822
Deferred cost of insurance ceded to AXA Bermuda		2,904			3,178			3,496
Non-admitted assets		761			1,036			1,144
Issuance of surplus notes		(1,525	)		(1,525	)		(1,525	)
Other, net		(521	)		(152	)		140
U.S. GAAP adjustments for Wind-up Annuities		-			-			12
U.S. GAAP Total Equity Attributable to AXA Equitable	$	13,051		$	10,861		$	11,363

21)	BUSINESS SEGMENT INFORMATION

The following tables reconcile segment revenues and earnings (loss) from continuing operations before income taxes to total revenues and earnings (loss) as reported on the consolidated statements of earnings (loss) and segment assets to total assets on the consolidated balance sheets, respectively.

	2010			2009			2008
	(In Millions)

Segment revenues:
Insurance	$	8,511		$	336		$	15,075
Investment Management (1)		2,959			2,942			3,543
Consolidation/elimination		(29	)		(36	)		(76	)
Total Revenues	$	11,441		$	3,242		$	18,542

(1)	Intersegment investment advisory and other fees of approximately $62 million, $56 million and $93 million for 2010, 2009 and 2008, respectively, are included in total revenues of the Investment Management segment.

	2010		2009			2008
			(In Millions)

Segment earnings (loss) from continuing operations, before income taxes:
Insurance	$	2,613	$	(3,666	)	$	4,454
Investment Management (2)		400		589			932
Consolidation/elimination		2		(2	)		-
Total Earnings (Loss) from Continuing Operations,
before Income Taxes	$	3,015	$	(3,079	)	$	5,386

(2)	Net of interest expenses incurred on securities borrowed.

F-85

	December 31,
	2010			2009
	(In Millions)

Segment assets:
Insurance	$	152,032		$	139,151
Investment Management		11,136			10,771
Consolidation/elimination		(12	)		(18	)
Total Assets	$	163,156		$	149,904

In accordance with SEC regulations, securities with a fair value of $1,085 million and $948 million have been segregated in a special reserve bank custody account at December 31, 2010 and 2009, respectively, for the exclusive benefit of securities broker-dealer or brokerage customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

22)	QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for 2010 and 2009 are summarized below:

	Three Months Ended
	March 31			June 30			September 30			December 31
	(In Millions)
2010
Total Revenues	$	2,133		$	5,387		$	5,115		$	(1,194	)

Earnings (Loss) from Continuing Operations, Net of Income Taxes	$	396		$	1,591		$	1,567		$	(1,481	)

Earnings (Loss) Net, Attributable to AXA Equitable	$	396		$	1,591		$	1,567		$	(1,481	)

2009
Total Revenues	$	1,320		$	(1,034	)	$	1,685		$	1,271

Earnings (Loss) from Continuing Operations, Net of Income Taxes	$	(316	)	$	(1,347	)	$	(141	)	$	(362	)

Net Earnings (Loss) Attributable to AXA Equitable	$	(310	)	$	(1,344	)	$	(145	)	$	(364	)

F-86

Report of Independent Registered Public Accounting Firm on

Consolidated Financial Statement Schedules

To the Board of Directors and Shareholder of

AXA Equitable Life Insurance Company:

Our audits of the consolidated financial statements referred to in our report dated March 10, 2011 appearing on page F-1 of this Annual Report on Form 10-K also included an audit of the accompanying financial statement schedules. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

As discussed in Note 2 of Notes to the Consolidated Financial Statements, AXA Equitable changed its methods of accounting for noncontrolling interests in consolidated financial statements on January 1, 2009 and for recognition and presentation of other-than-temporary impairment losses on April 1, 2009.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10, 2011

F-87

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE I

SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 2010

					Carrying
Type of Investment	Cost (A)		Fair Value		Value
	(In Millions)

Fixed maturities:
U.S. government, agencies and authorities	$	1,986	$	1,916	$	1,916
State, municipalities and political subdivisions		516		511		511
Foreign governments		428		473		473
Public utilities		3,642		3,880		3,880
All other corporate bonds		20,281		20,989		20,989
Redeemable preferred stocks		1,328		1,288		1,288
Total fixed maturities		28,181		29,057		29,057
Equity securities:
Common stocks:
Industrial, miscellaneous and all other		26		23		23
Mortgage loans on real estate		3,571		3,699		3,571
Real estate joint ventures		140		N/A		140
Policy loans		3,581		4,428		3,581
Other limited partnership interests and equity investments		1,595		1,595		1,595
Trading securities		482		506		506
Other invested assets		1,413		1,413		1,413

Total Investments	$	38,989	$	40,721	$	39,886

(A)

Cost for fixed maturities represents original cost, reduced by repayments and writedowns and adjusted for amortization of premiums or accretion of discount; cost for equity securities represents original cost reduced by writedowns; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.

F-88

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

BALANCE SHEETS (PARENT COMPANY)

DECEMBER 31, 2010 AND 2009

	2010			2009
	(In Millions)

ASSETS
Investment:
Fixed maturities available for sale, at fair value (amortized cost of $28,134 and $27,457, respectively)	$	29,007		$	27,426
Mortgage loans on real estate		3,571			3,555
Equity real estate, held for the production of income		140			99
Policy loans		3,580			3,617
Investments in and loans to affiliates		2,434			1,924
Other equity investments		1,390			1,295
Other invested assets		1,404			1,475
Total investments		41,526			39,391
Cash and cash equivalents		1,413			1,080
Deferred policy acquisition costs		8,383			7,745
Amounts due from reinsurers		3,252			3,028
Other assets		9,676			8,030
Separate Accounts’ assets		92,014			84,016

Total Assets	$	156,264		$	143,290

LIABILITIES
Policyholders’ account balances	$	24,654		$	24,107
Future policy benefits and other policyholders liabilities		18,931			17,691
Broker-dealer related payables		5			-
Short-term and long-term debt		200			200
Income taxes payable		3,712			2,608
Loans from affiliates		1,325			1,325
Other liabilities		2,372			2,482
Separate Accounts’ liabilities		92,014			84,016
Total liabilities		143,213			132,429

SHAREHOLDER’S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized, issued
and outstanding		2			2
Capital in excess of par value		5,593			5,582
Retained earnings		8,085			6,312
Accumulated other comprehensive income (loss)		(629	)		(1,035	)
Total AXA Equitable’s equity		13,051			10,861

Total Liabilities and AXA Equitable’s Equity	$	156,264		$	143,290

The financial information of AXA Equitable Life Insurance Company (“Parent Company”) should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

F-89

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF EARNINGS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

	2010			2009			2008
	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	3,067		$	2,918		$	2,956
Premiums		530			431			753
Net investment income (loss):
Investment income (loss) from derivative instruments		(269	)		(3,079	)		7,302
Other investment income (loss)		2,239			1,958			2,030
Total net investment income (loss)		1,970			(1,121	)		9,332
Investment gains (losses), net:
Total other-than-temporary impairment losses		(300	)		(168	)		(283	)
Portion of loss recognized in other comprehensive income (loss)		18			6			-
Net impairment losses recognized		(282	)		(162	)		(283	)
Other investment gains (losses), net		51			165			(75	)
Total investment gains (losses), net		(231	)		3			(358	)
Equity in earnings (loss) of subsidiaries		468			483			730
Commissions, fees and other income		714			601			724
Increase (decrease) in fair value of reinsurance contracts		2,350			(2,566	)		1,567
Total revenues		8,868			749			15,704

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		3,079			1,299			4,692
Interest credited to policyholders’ account balances		951			1,004			1,065
Compensation and benefits		463			755			675
Commissions		1,056			1,074			1,518
Interest expense		106			106			40
Amortization of deferred policy acquisition costs		168			115			3,484
Capitalization of deferred policy acquisition costs		(916	)		(975	)		(1,394	)
Rent expense		56			58			47
Amortization and depreciation		2			63			63
Premium taxes		40			36			39
Other operating costs and expenses		783			373			266
Total benefits and other deductions		5,788			3,908			10,495

Earnings (loss) from continuing operations, before income taxes		3,080			(3,159	)		5,209
Income tax (expense) benefit		(772	)		1,352			(1,514	)
Earnings (loss) from continuing operations		2,308			(1,807	)		3,695
Equity in earnings (losses) from discontinued operations, net of income taxes		-			3			(5	)
Equity in gains on sale of discontinued operations, net of income taxes		-			-			6
Net Earnings (Loss)		2,308			(1,804	)		3,696

Less: net earnings (loss) attributable to the
noncontrolling interest

(235

)

(359

)

(470

)

Net Earnings (Loss) Attributable to AXA Equitable

2,073

(2,163

)

3,226

F-90

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF CASH FLOWS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

	2010			2009			2008
	(In Millions)
Net earnings (loss)	$	2,308		$	(1,804	)	$	3,696
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Interest credited to policyholders’ account balances		951			1,004			1,065
Universal life and investment-type policy fee income		(3,067	)		(2,918	)		(2,956	)
Investment (gains) losses, net		231			(3	)		358
Equity in net earnings of subsidiaries		(468	)		(482	)		(732	)
Dividends from subsidiaries		123			121			242
Change in deferred policy acquisition costs		(748	)		(860	)		2,090
Change in future policy benefits and other policyholder funds		1,136			(755	)		2,398
(Income) loss related to derivative instruments		268			3,079			(7,302	)
Change in reinsurance recoverable with affiliate		(233	)		1,486			(6,351	)
Change in fair value of contracts		(2,350	)		2,566			(1,567	)
Change in income tax payable		830			(1,150	)		1,171
Amortization of reinsurance cost		274			318			11
Amortization and depreciation		100			94			71
Other, net		(8	)		121			219

Net cash provided by (used in) operating activities		(653	)		817			(7,587	)

Cash flows from investing activities:
Maturities and repayments		2,746			2,055			1,722
Sales		2,863			6,522			605
Purchases		(6,529	)		(8,566	)		(2,034	)
Cash settlements related to derivative instruments		(651	)		(2,565	)		5,337
Increase in loans to affiliates		-			(250	)		-
Decrease in loans to affiliates		3			1			-
Sale of AXA Equitable Life and Annuity		-			-			61
Change in short-term investments		(53	)		140			29
Change in policy loans		37			84			(8	)
Other, net		(97	)		(56	)		(30	)

Net cash provided by (used in) investing activities		(1,681	)		(2,635	)		5,682

F-91

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF CASH FLOWS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(CONTINUED)

	2010			2009			2008
	(In Millions)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits	$	3,187		$	3,395		$	4,400
Withdrawals and transfers to Separate Accounts		(483	)		(2,161	)		(2,598	)
Shareholder dividends paid		(300	)		-			-
Capital contribution		-			439			-
Change in short-term financings		-			-			(249	)
Change in collateralized pledged liabilities		(270	)		126			569
Change in collateralized pledged assets		533			(632	)		-
Increase in loans from affiliates		-			-			1,000
Net cash provided by (used in) financing activities		2,667			1,167			3,122

Change in cash and cash equivalents		333			(651	)		1,217

Cash and cash equivalents, beginning of year		1,080			1,731			514

Cash and Cash Equivalents, End of Year	$	1,413		$	1,080		$	1,731

Supplemental cash flow information:
Interest Paid	$	19		$	15		$	23
Income Taxes (Refunded) Paid	$	(27	)	$	(20	)	$	125

F-92

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2010

							Future Policy			Policy									Amortization
	Deferred						Benefits			Charges			Net			Policyholders’			of Deferred
	Policy			Policyholders’			And Other			and			Investment			Benefits and			Policy			Other
	Acquisition			Account			Policyholders’			Premium			Income			Interest			Acquisition			Operating
Segment	Costs			Balances			Funds			Revenue			(Loss) (1)			Credited			Costs			Expense(2)
	(In Millions)

Insurance		$	8,383		$	24,654		$	18,965		$	3,597		$	1,943		$	4,032		$	168		$	1,698
Investment
Management			-			-			-			-			2			-			-			2,559
Consolidation/
elimination			-			-			-			-			31			-			-			(31	)
Total		$	8,383		$	24,654		$	18,965		$	3,597		$	1,976		$	4,032		$	168		$	4,226

(1)	Net investment income (loss) is based upon specific identification of portfolios within segments.

(2)	Operating expenses are principally incurred directly by a segment.

F-93

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2009

							Future Policy			Policy										Amortization
	Deferred						Benefits			Charges			Net				Policyholders’			of Deferred
	Policy			Policyholders’			And Other			and			Investment				Benefits and			Policy			Other
	Acquisition			Account			Policyholders’			Premium			Income				Interest			Acquisition			Operating
Segment	Costs			Balances			Funds			Revenue			(Loss) (1)				Credited			Costs			Expense(2)
	(In Millions)

Insurance		$	7,745		$	24,107		$	17,727		$	3,349		$	(1,148	)		$	2,302		$	115		$	1,585
Investment
Management			-			-			-			-			150				-			-			2,353
Consolidation/
elimination			-			-			-			-			18				-			-			(34	)
Total		$	7,745		$	24,107		$	17,727		$	3,349		$	(980	)		$	2,302		$	115		$	3,904

(1)	Net investment income (loss) is based upon specific identification of portfolios within segments.

(2)	Operating expenses are principally incurred directly by a segment.

F-94

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2008

	Policy										Amortization
	Charges			Net				Policyholders’			of Deferred
	and			Investment				Benefits and			Policy			Other
	Premium			Income				Interest			Acquisition			Operating
Segment	Revenue			(Loss) (1)				Credited			Costs			Expense(2)
	(In Millions)

Insurance		$	3,711		$	9,325			$	5,768		$	3,485		$	1,369
Investment
Management			-			(288	)			-			-			2,610
Consolidation/
elimination			-			17				-			-			(76	)
Total		$	3,711		$	9,054			$	5,768		$	3,485		$	3,903

(3)	Net investment income (loss) is based upon specific identification of portfolios within segments.

(4)	Operating expenses are principally incurred directly by a segment.

F-95

AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE IV

REINSURANCE(A)

AT OR FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

					Assumed				Percentage
			Ceded to		from				of Amount
	Gross		Other		Other		Net		Assumed
	Amount		Companies		Companies		Amount		to Net
	(Dollars In Millions)
2010
Life Insurance In-Force	$	378,078	$	124,959	$	37,124	$	209,243	$	17.7	%

Premiums:
Life insurance and
annuities	$	802	$	517	$	197	$	482		40.9	%
Accident and health		101		69		16		48		33.3	%
Total Premiums	$	903	$	586	$	213	$	530		40.2	%

2009
Life Insurance In-Force	$	353,626	$	142,588	$	40,005	$	251,043		15.9	%

Premiums:
Life insurance and
annuities	$	730	$	535	$	183	$	378		48.4	%
Accident and health		108		74		19		53		35.7	%
Total Premiums	$	838	$	609	$	202	$	431		46.9	%

2008
Life Insurance In-Force	$	336,300	$	155,466	$	40,939	$	221,773		18.5	%

Premiums:
Life insurance and
annuities	$	733	$	204	$	171	$	700		24.4	%
Accident and health		115		79		23		59		39.2	%
Total Premiums	$	848	$	283	$	194	$	759		25.6	%

(A)	Includes amounts related to the discontinued group life and health business.

F-96

Part II, Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

9-1

Part II, Item 9A

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of AXA Equitable Life Insurance Company (“AXA Equitable”) and its subsidiaries’ (together, the “Company”) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2010. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the AXA Equitable’s disclosure controls and procedures are effective.

Management’s annual report on internal control over financial reporting

Management, including the Chief Executive Officer and Chief Financial Officer of AXA Equitable, is responsible for establishing and maintaining adequate internal control over AXA Equitable’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

AXA Equitable’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2010 in relation to the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment under those criteria, management concluded that AXA Equitable’s internal control over financial reporting was effective as of December 31, 2010.

This annual report does not include an attestation report of AXA Equitable’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by AXA Equitable’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit AXA Equitable to provide only management’s report in this annual report.

Changes in internal control over financial reporting

There were no changes to AXA Equitable’s internal control over financial reporting that occurred during the quarter

ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect AXA Equitable’s internal control over financial reporting.

9A-1

Part II, Item 9B.

OTHER INFORMATION

None.

9B-1

Part III, Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Omitted pursuant to General Instruction I to Form 10-K.

10-1

Part III, Item 11.

EXECUTIVE COMPENSATION

Omitted pursuant to General Instruction I to Form 10-K.

11-1

Part III, Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Omitted pursuant to General Instruction I to Form 10-K.

12-1

Part III, Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Omitted pursuant to General Instruction I to Form 10-K.

13-1

Part III, Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of AXA Equitable’s annual financial statements for 2010 and 2009, and fees for other services rendered by PwC:


	2010			2009
	(In Thousands)
Principal Accounting Fees and Services:
Audit fees		$	11,892		$	15,263
Audit related fees			3,175			2,662
Tax fees			2,701			2,270
All other fees			30			42
Total		$	17,798		$	20,237

Audit fees for AXA Financial and AXA Equitable are paid pursuant to a single engagement letter with PwC.

Audit related fees in both years principally consist of fees for audits of financial statements of certain employee benefit plans, internal control related reviews and services and accounting consultation.

Tax fees consist of fees for tax preparation, consultation and compliance services.

All other fees consist of miscellaneous non-audit services.

AXA Equitable’s audit committee has determined that all services to be provided by its independent registered public accounting firm must be reviewed and approved by the audit committee on a case-by-case basis provided, however, that the audit committee has delegated to its chairperson the ability to pre-approve any non-audit engagement where the fees are expected to be less than or equal to $100,000 per engagement. Any exercise of this delegated authority by the audit committee chairperson is required to be reported at the next audit committee meeting.

On November 9, 2005, AllianceBernstein's committees adopted a policy to pre-approve audit and non-audit service engagements with the independent registered public accounting firm. The policy was revised on August 3, 2006. The independent registered public accounting firm is to provide annually a comprehensive and detailed schedule of each proposed audit and non-audit service to be performed. The audit committee then affirmatively indicates its approval of the listed engagements. Engagements that are not listed, but that are of similar scope and size to those listed and approved, may be deemed to be approved, if the fee for such service is less than $100,000. In addition, each audit committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

All services provided by PwC in 2010 were pre-approved in accordance with the procedures described above.

14-1

Part IV, Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)	The following documents are filed as part of this report:

1.	Financial Statements

The financial statements are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

2.	Consolidated Financial Statement Schedules

The consolidated financial statement schedules are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

Exhibits

The exhibits are listed in the Index to Exhibits that begins on page E-1.

15-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, AXA Equitable Life Insurance Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	March 10, 2011	AXA EQUITABLE LIFE INSURANCE COMPANY


		By:	/s/ Mark Pearson
		Name:	Mark Pearson
			Chairman of the Board and Chief Executive Officer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Mark Pearson	Chairman of the Board and Chief	March 10, 2011
Mark Pearson	Executive Officer, Director

/s/ Richard S. Dziadzio	Senior Executive Vice President and	March 10, 2011
Richard S. Dziadzio	Chief Financial Officer

/s/ Alvin H. Fenichel	Senior Vice President and Chief	March 10, 2011
Alvin H. Fenichel	Accounting Officer

/s/ Henri de Castries	Director	March 10, 2011
Henri de Castries

/s/ Denis Duverne	Director	March 10, 2011
Denis Duverne

/s/ Charlynn Goins	Director	March 10, 2011
Charlynn Goins

/s/ Danny L. Hale	Director	March 10, 2011
Danny L. Hale

/s/ Anthony J. Hamilton	Director	March 10, 2011
Anthony J. Hamilton

/s/ Mary R. Henderson	Director	March 10, 2011
Mary R. Henderson

/s/ James F. Higgins	Director	March 10, 2011
James F. Higgins

/s/ Peter S. Kraus	Director	March 10, 2011
Peter S. Kraus

/s/ Scott D. Miller	Director	March 10, 2011
Scott D. Miller

/s/ Joseph H. Moglia	Director	March 10, 2011
Joseph H. Moglia

/s/ Lorie A. Slutsky	Director	March 10, 2011
Lorie A. Slutsky

/s/ Ezra Suleiman	Director	March 10, 2011
Ezra Suleiman

/s/ Peter J. Tobin	Director	March 10, 2011
Peter J. Tobin

/s/ Richard C. Vaughan	Director	March 10, 2011
Richard C. Vaughan

S-1

INDEX TO EXHIBITS

			Tag
Number	Description	Method of Filing	Value

2.1	Stock Purchase Agreement dated as of August 30, 2000 among CSG, AXA, Equitable Life, AXA Participations Belgium and AXA Financial	Filed as Exhibit 2.1 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference

2.2	Letter Agreement dated as of October 6, 2000 to the Stock Purchase Agreement among CSG, AXA, Equitable Life, AXA Participations Belgium and AXA Financial	Filed as Exhibit 2.2 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference

3.1	Restated Charter of AXA Equitable, as amended September 16, 2010	Filed as Exhibit 3.1 to registrant’s Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference

3.2	Restated By-laws of Equitable Life, as amended November 21, 1996	Filed as Exhibit 3.2(a) to registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference

10.1	Cooperation Agreement, dated as of July 18, 1991, as amended among Equitable Life, AXA Financial and AXA	Filed as Exhibit 10(d) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115), dated May 26, 1992 and incorporated herein by reference

10.2	Letter Agreement, dated May 12, 1992, among AXA Financial, Equitable Life and AXA	Filed as Exhibit 10(e) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115), dated May 26, 1992 and incorporated herein by reference

10.3	Amended and Restated Reinsurance Agreement, dated as of March 29, 1990, between Equitable Life and First Equicor Life Insurance Company	Filed as Exhibit 10(o) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115), dated May 26, 1992 and incorporated herein by reference

10.4	Fiscal Agency Agreement between Equitable Life and The Chase Manhattan Bank, N.A.	Filed as Exhibit 10.5 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference

E-1

			Tag
Number	Description	Method of Filing	Value

10.5	Distribution and Servicing Agreement between AXA Advisors (as successor to Equico Securities, Inc.) and Equitable Life dated as of May 1, 1994	Filed as Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference

10.6	Agreement for Cooperative and Joint Use of Personnel, Property and Services between Equitable Life and AXA Advisors dated as of September 21, 1999	Filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference

10.7	General Agent Sales Agreement between Equitable Life and AXA Network dated as of January 1, 2000	Filed as Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference

10.8	Agreement for Services by Equitable Life to AXA Network dated as of January 1, 2000	Filed as Exhibit 10.10 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference

13.1	AllianceBernstein Risk Factors	Filed herewith	EX-13.1

21	Subsidiaries of the registrant	Omitted pursuant to General Instruction I of Form 10-K

31.1	Section 302 Certification made by the registrant’s Chief Executive Officer	Filed herewith	EX-31.1

31.2	Section 302 Certification made by the registrant’s Chief Financial Officer	Filed herewith	EX-31.2

32.1	Section 906 Certification made by the registrant’s Chief Executive Officer	Filed herewith	EX-32.1

32.2	Section 906 Certification made by the registrant’s Chief Financial Officer	Filed herewith	EX-32.2

E-2

	New York			13-5570651
	(State or other jurisdiction of			(I.R.S. Employer
	incorporation or organization)			Identification No.)

1290 Avenue of the Americas, New York, New York		10104
(Address of principal executive offices)		(Zip Code)

		Name of each exchange on
Title of each class		which registered
None		None

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x (do not check if a smaller reporting company)		Smaller reporting company o

Part I		Page

Item 1.	Business	1-1
	Overview	1-1
	Segment Information	1-1
	Employees	1-7
	Competition	1-7
	Regulation	1-8
	Parent Company	1-10
	Other Information	1-11
Item 1A.	Risk Factors	1A-1
Item 1B.	Unresolved Staff Comments	1B-1
Item 2.	Properties	2-1
Item 3.	Legal Proceedings	3-1
Item 4.	Removed and Reserved	4-1

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	5-1
Item 6.	Selected Financial Data*	6-1
Item 7.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations (“Management Narrative”)	7-1
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7A-1
Item 8.	Financial Statements and Supplementary Data	FS-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and
	Financial Disclosure	9-1
Item 9A.	Controls and Procedures	9A-1
Item 9B.	Other Information	9B-1

Part III

Item 10.	Directors, Executive Officers and Corporate Governance*	10-1
Item 11.	Executive Compensation*	11-1
Item 12.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters*	12-1
Item 13.	Certain Relationships and Related Transactions, and Director Independence*	13-1
Item 14.	Principal Accountant Fees and Services	14-1

Part IV

Item 15.	Exhibits, Financial Statement Schedules	15-1

Signatures		S-1
Index to Exhibits		E-1


*Omitted pursuant to General Instruction I to Form 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

	AXA EQUITABLE LIFE INSURANCE COMPANY
	(Exact name of registrant as specified in its charter)

	Amount		% of Total
	(Dollars in Millions)

Fixed maturities	$	29,363		73.6	%
Mortgages		3,956		9.9
Equity real estate		142		.4
Other equity investments		1,395		3.5
Policy loans		3,966		9.9
Cash and short-term investments (2)		1,080		2.7
Total	$	39,902		100.0	%

	2009
	(In Millions)

Earnings (Losses) from Discontinued Operations, Net of Income Taxes:
Wind-up Annuities	$	(9	)
Real estate held-for-sale		12
Total	$	3

Gains (Losses) on Disposal of Discontinued Operations,
Net of Income Taxes:
Real estate held-for-sale	$	-
Total	$	-

			Payments Due by Period
			Less than						Over
	Total		1 year		1 – 3 years		4 – 5 years		5 years
	(In Millions)
Contractual obligations:
Policyholders liabilities -
policyholders’ account
balances, future policy
benefits and other
policyholders liabilities (1)	$	95,550	$	2,297	$	4,759	$	5,427	$	83,067
Long-term debt		200		-		-		200		-
Interest on long-term debt		77		15		31		31		-
Loans from affiliates		1,325		-		-		-		1,325
Interest on loans from affiliates		1,056		91		181		181		603
Operating leases		2,983		225		469		456		1,833
Funding commitments		36		11		14		11		-
Employee benefits		1,922		190		397		392		943

Total Contractual
Obligations	$	103,149	$	2,829	$	5,851	$	6,698	$	87,771

	December 31, 2010						December 31, 2009
				Balance After						Balance After
	Fair			+100 Base			Fair			+100 Basis
	Value			Point Change			Value			Point Change
Insurance Group:					(In Millions)
Fixed maturities:
Fixed rate		$	29,475		$	28,086		$	27,955		$	26,719
Floating rate			405			399			234			233
Mortgage loans			4,080			3,946			3,946			3,791

	December 31, 2010				December 31, 2009
	Fair Value		Balance After -10% Equity Price Change		Fair Value		Balance After -10% Equity Price Change
	(In Millions)
Insurance Group	$	49	$	44	$	67	$	60

					Interest Rate Sensitivity
			Weighted
			Average		Balance After				Balance After
	Notional		Term		-100 Basis		Fair		+100 Basis
	Amount		(Years)		Point Change		Value		Point Change
	(In Millions, Except for Weighted Average Term)
December 31, 2010
Floors	$	9,000		4.0	$	453	$	326	$	241
Swaps		5,352		8.6		437		68		(266	)
Futures		5,151		.2		290		-		(256	)
Swaptions		4,479		5.0		427		171		65
Total	$	23,982			$	1,607	$	565	$	(216	)

December 31, 2009
Floors	$	15,000		2.65	$	428	$	300	$	214
Swaps		2,100		6.91		274		61		(132	)
Futures		3,791		.22		306		-		(282	)
Swaptions		1,200		9.53		88		45		23
Total	$	22,091			$	1,096	$	406	$	(177	)

				Equity Sensitivity
							Balance After
				Fair			-10% Equity
				Value			Price Shift

December 31, 2010
Futures	$	3,772	.2	$	-		$	327
Swaps		734	.9		(27	)		46
Options		1,070	3.0		4			3
Total	$	5,576		$	(23	)	$	376

December 31, 2009
Futures	$	3,399	.22	$	-		$	308
Swaps		801	.13		(18	)		66
Options		11,650	.28		(219	)		(128	)
Total	$	15,850		$	(237	)	$	246

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Financial Statements:
Consolidated Balance Sheets, December 31, 2010 and 2009	F-2
Consolidated Statements of Earnings (Loss), Years Ended December 31, 2010, 2009 and 2008	F-3
Consolidated Statements of Equity, Years Ended December 31, 2010, 2009 and 2008	F-5
Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2010, 2009 and 2008	F-6
Consolidated Statements of Cash Flows, Years Ended December 31, 2010, 2009 and 2008	F-7
Notes to Consolidated Financial Statements	F-9

Report of Independent Registered Public Accounting Firm on Financial Statement Schedules	F-87

Consolidated Financial Statement Schedules:
Schedule I - Summary of Investments - Other than Investments in Related Parties,
December 31, 2010	F-88
Schedule II - Balance Sheets (Parent Company), December 31, 2010 and 2009	F-89
Schedule II - Statements of Earnings (Loss) (Parent Company),
Years Ended December 31, 2010, 2009 and 2008	F-90
Schedule II - Statements of Cash Flows (Parent Company),
Years Ended December 31, 2010, 2009 and 2008	F-91
Schedule III - Supplementary Insurance Information,
Years Ended December 31, 2010, 2009 and 2008	F-93
Schedule IV - Reinsurance, Years Ended December 31, 2010, 2009 and 2008	F-96

Level 1	Quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.
Level 3	Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

●	Management having the authority to approve the action commits the organization to a plan to sell the property.
●	The property is available for immediate sale in its present condition subject only to terms that are usual and customary for the sale of such assets.
●	An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated and are continuing.
●	The sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year.
●	The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
●	Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

			Gross		Gross
	Amortized		Unrealized		Unrealized				OTTI
	Cost		Gains		Losses		Fair Value		in AOCI (3)
	(In Millions)

December 31, 2010:
Fixed maturities:
Corporate	$	20,494	$	1,348	$	110	$	21,732	$	-
U.S. Treasury, government
and agency(4)		1,986		18		88		1,916		-
States and political subdivisions		516		11		16		511		-
Foreign governments		502		59		1		560		-
Commercial mortgage-backed		1,473		5		375		1,103		19
Residential mortgage-backed (1)		1,601		67		-		1,668		-
Asset-backed (2)		245		13		12		246		7
Redeemable preferred stock		1,364		23		66		1,321		-
Total Fixed Maturities		28,181		1,544		668		29,057		26

Equity securities		26		-		3		23		-

Total at December 31, 2010	$	28,207	$	1,544	$	671	$	29,080	$	26

															AOCI Gain
	Net											Deferred			(Loss)
	Unrealized											Income			Related to Net
	Gains											Tax			Unrealized
	(Losses) on								Policyholders			Asset			Investment
	Investments				DAC				Liabilities			(Liability)			Gains (Losses)
	(In Millions)

Balance, January 1, 2010		$	(11	)		$	6			$	-		$	2		$	(3	)
Net investment gains (losses)
arising during the period			3				-				-			-			3
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)			9				-				-			-			9
Excluded from Net earnings (loss)(1)			(17	)			-				-			-			(17	)
Impact of net unrealized investment gains (losses) on:
DAC			-				(3	)			-			-			(3	)
Deferred income taxes			-				-				-			2			2
Policyholders liabilities			-				-				2			-			2
Balance, December 31, 2010		$	(16	)		$	3			$	2		$	4		$	(7	)

												AOCI
	Net								Deferred			(Loss)
	Unrealized								Income			Related to Net
	Gains								Tax			Unrealized
	(Losses) on						Policyholders		Asset			Investment
	Investments			DAC			Liabilities		(Liability)			Gains (Losses)
	(In Millions)

Balance, January 1, 2009	$	(2,385	)	$	554		$	-	$	681		$	(1,150	)
Cumulative impact of implementing new guidance		(108	)		19			-		31			(58	)
Net investment gains (losses) arising during the period		2,657			-			-		-			2,657
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		(115	)		-			-		-			(115	)
Excluded from Net earnings (loss) (1)		5			-			-		-			5
Impact of net unrealized investment gains (losses) on:
DAC		-			(602	)		-		-			(602	)
Deferred income taxes		-			-			-		(715	)		(715	)
Policyholders liabilities		-			-			-		-			-
Impact of consolidation of Wind-up Annuities business		(60	)		-			-		-			(60	)
Balance, December 31, 2009	$	(6	)	$	(29	)	$	-	$	(3	)	$	(38	)

	December 31, 2010
	Less Than 12 Months					12 Months or Longer					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
	(In Millions)

Fixed maturities:
Corporate	$	1,999	$	(68	)	$	394	$	(42	)	$	2,393	$	(110	)
U.S. Treasury,
government and
agency		820		(42	)		171		(46	)		991		(88	)
States and political subdivisions		225		(9	)		33		(7	)		258		(16	)
Foreign governments		77		(1	)		10		-			87		(1	)
Commercial mortgage-backed		46		(3	)		936		(372	)		982		(375	)
Residential mortgage-backed		157		-			2		-			159		-
Asset-backed		23		-			65		(12	)		88		(12	)
Redeemable
preferred stock		345		(7	)		689		(59	)		1,034		(66	)

Total	$	3,692	$	(130	)	$	2,300	$	(538	)	$	5,992	$	(668	)

	December 31, 2009
	Less Than 12 Months (1)					12 Months or Longer (1)					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
	(In Millions)

Fixed maturities:
Corporate	$	2,043	$	(54	)	$	2,023	$	(181	)	$	4,066	$	(235	)
U.S. Treasury,
government and
agency		1,592		(152	)		-		-			1,592		(152	)
States and political subdivisions		210		(10	)		23		(4	)		233		(14	)
Foreign governments		41		-			5		-			46		-
Commercial mortgage- backed		34		(16	)		1,349		(476	)		1,383		(492	)
Residential mortgage-backed		54		-			2		-			56		-
Asset-backed		48		(9	)		69		(13	)		117		(22	)
Redeemable preferred stock		51		(7	)		1,283		(216	)		1,334		(223	)

Total	$	4,073	$	(248	)	$	4,754	$	(890	)	$	8,827	$	(1,138	)

	Mortgage Loans
	Commercial		Agricultural		Total
Allowance for Credit Losses:	(In Millions)

Beginning balance, January 1	$	-	$	-	$	-
Charge-offs		-		-		-
Recoveries		-		-		-
Provision		18		-		18
Ending Balance, December 31	$	18	$	-		18

Ending Balance, December 31:
Individually Evaluated for Impairment	$	18	$	-	$	18

Collectively Evaluated for Impairment	$	-	$	-	$	-

Loans Acquired with Deteriorated Credit Quality	$	-	$	-	$	-

		Commercial Mortgage Loans (1)
												Less		Total
Loan-to-Value Ratio (2)		Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio (2)		than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
		(In Millions)

0% - 50%	$	59	$	-	$	-	$	52	$	-	$	-	$	111
50% - 70%		32		109		111		467		55		-		774
70% - 90%		194		35		406		402		124		50		1,211
90% plus		-		-		87		24		402		61		574

Total Commercial
Mortgage Loans	$	285	$	144	$	604	$	945	$	581	$	111	$	2,670

		Agricultural Mortgage Loans (1)
												Less		Total
Loan-to-Value Ratio (2)		Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio (2)		than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
		(In Millions)

0% - 50%	$	155	$	80	$	162	$	243	$	186	$	5	$	831
50% - 70%		52		13		134		150		107		24		480
70% - 90%		-		-		-		-		-		-		-
90% plus		-		-		-		-		3		-		3

Total Agricultural
Mortgage Loans	$	207	$	93	$	296	$	393	$	296	$	29	$	1,314

		Total Mortgage Loans (1)
												Less		Total
Loan-to-Value Ratio (2)		Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio (2)		than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
		(In Millions)

0% - 50%	$	214	$	80	$	162	$	295	$	186	$	5	$	942
50% - 70%		84		122		245		617		162		24		1,254
70% - 90%		194		35		406		402		124		50		1,211
90% plus		-		-		87		24		405		61		577

Total Mortgage Loans	$	492	$	237	$	900	$	1,338	$	877	$	140	$	3,984

													Recorded
					Greater								Investment
					Than						Total		> 90 Days
	30-59		60-89		90						Financing		and
	Days		Days		Days		Total		Current		Receivables		Accruing
	(In Millions)

Total Mortgage Loans:
Commercial	$	-	$	-	$	-	$	-	$	2,670	$	2,670	$	-
Agricultural		-		-		5		5		1,309		1,314		3
Total	$	-	$	-	$	5	$	5	$	3,979	$	3,984	$	3

Impaired Mortgage Loans

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In Millions)
With no related
allowance recorded:
Commercial mortgage
loans- other	$	-	$	-	$	-	$	-	$	-
Agricultural mortgage
loans		3		3		-		-		-
Total	$	3	$	3	$	-	$	-	$	-

With related
allowance recorded:
Commercial mortgage
loans- other	$	122	$	122	$	(18	)	$	24	$	2
Agricultural mortgage
loans		-		-		-			-		-
Total	$	122	$	122	$	(18	)	$	24	$	2

							Gains (Losses)
			Fair Value				Reported In
	Notional		Asset		Liability		Net Earnings
	Amount		Derivatives		Derivatives		(Loss)
	(In Millions)
Freestanding derivatives:
Equity contracts (1):
Futures	$	3,772	$	-	$	-	$	(815	)
Swaps		734		-		27		(79	)
Options		1,070		5		1		(49	)

Interest rate contracts (1):
Floors		9,000		326		-		157
Swaps		5,352		201		134		250
Futures		5,151		-		-		289
Swaptions		4,479		171		-		(38	)

Other freestanding contracts (1,4):
Foreign currency Contracts		133		-		1		1
Net investment Income (loss)								(284	)


Embedded derivatives:
GMIB reinsurance contracts (2)		-		4,606		-		2,350

GWBL and other features (3)		-		-		38		17

Balances, Dec. 31, 2010	$	29,691	$	5,309	$	201	$	2,083

	Corporate			U.S. Treasury, Govt and Agency		State and Political Sub-divisions			Foreign Govts		Commercial Mortgage-backed			Residential Mortgage-backed		Asset-backed

Balance, January 1, 2010	$	466		$	-	$	47		$	21	$	1,490		$	-	$	217
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		4			-		-			-		2			-		-
Investment gains (losses), net		6			-		-			-		(271	)		-		1
Increase (decrease) in the fair value of the reinsurance contracts		-			-		-			-		-			-		-
Subtotal		10			-		-			-		(269	)		-		1
Other comprehensive income (loss)		3			-		3			-		119			-		14
Purchases/issuances		22			-		-			-		-			-		-
Sales/settlements		(88	)		-		(1	)		-		(237	)		-		(40	)
Transfers into/out of Level 3 (2)		(93	)		-		-			-		-			-		(44	)
Balance, Dec. 31, 2010	$	320		$	-	$	49		$	21	$	1,103		$	-	$	148

	Redeemable preferred stock			Other Equity Investments(1)			Other Invested Assets			GMIB Reinsurance Asset		Separate Accounts Assets			GWBL and other Features Liability

Balance, January 1, 2010	$	12		$	2		$	300		$	2,256	$	230		$	55
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		-			-			-			-		-			-
Investment gains (losses), net		4			-			-			-		(22	)		-
Increase (decrease) in the fair value of the reinsurance contracts		-			-			-			2,150		-			-
Policyholders’ benefits		-			-			-			-		-			(34	)
Subtotal		4			-			-			2,150		(22	)		(34	)
Other comprehensive income (loss)		-			-			-			-		-			-
Purchases/issuances		-			-			-			200		2			17
Sales/settlements		(14	)		(2	)		-			-		(8	)		-
Transfers into/out of Level 3 (2)		-			13			(300	)		-		5			-
Balance, Dec. 31, 2010	$	2		$	13		$	-		$	4,606	$	207		$	38

				U.S.					State and			Commer-			Residen-
				Treasury,					Political			cial			tial
				Govt and		Foreign			Sub-			Mortgage-			Mortgage		Asset-
	Corporate			Agency		Govts			divisions			backed			backed		backed

Balance, January 1, 2009	$	411		$	-	$	64		$	55		$	1,587		$	-	$	304
Total gains (losses),
realized and unrealized,
included in:
Earnings (Loss) as:
Net investment income (loss)		2			-		-			-			3			-		(1	)
Investment gains (losses), net		(40	)		-		-			-			(24	)		-		(20	)
Increase (decrease)
in the fair value of the
reinsurance contracts		-			-		-			-			-			-		-
Subtotal		(38	)		-		-			-			(21	)		-		(21	)
Other comprehensive
income (loss)		14			-		3			(7	)		49			-		20
Purchases/issuances		107			-		1			-			-			-		-
Sales/settlements		(41	)		-		-			(1	)		(127	)		-		(48	)
Transfers into/out of
Level 3 (2)		13			-		(47	)		-			2			-		(38	)
Balance, Dec. 31, 2009	$	466		$	-	$	21		$	47		$	1,490		$	-	$	217

	Redeem-															GWBL
	able			Other			Other			GMIB			Separate			and other
	Preferred			Equity			Invested			Reinsurance			Accounts			Features
	Stock			Investments(1)			Assets			Asset			Assets			Liability

Balance, January 1, 2009	$	2		$	2		$	547		$	4,822		$	334		$	273
Total gains (losses),
realized and unrealized,
included in:
Earnings (Loss) as:
Net investment income (loss)		-			-			(357	)		-			-			-
Investment gains (losses), net		(45	)		-			-			-			(95	)		-
Increase (decrease)
in the fair value of the
reinsurance contracts		-			-			-			(2,746	)		-			-
Policyholders’ benefits		-			-			-			-			-			(230	)
Subtotal		(45	)		-			(357	)		(2,746	)		(95	)		(230	)
Other comprehensive
income (loss)		34			-			-			-			-			-
Purchases/issuances		-			-			-			180			1			12
Sales/settlements		-			(1	)		110			-			(7	)		-
Transfers into/out of
Level 3 (2)		21			1			-			-			(3	)		-
Balance, Dec. 31, 2009	$	12		$	2		$	300		$	2,256		$	230		$	55