[1290 Avenue of the Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000]
GROUP ANNUITY CONTRACT NO.: [AC 0000]
CONTRACT HOLDER: [XX Xxxxxx Xxxxx & Co. as Trustee under the
Members Retirement Trust of AXA Equitable Life
Insurance Company, the Volume Submitter
Retirement Trust and the Pooled Trust for
Association Members Retirement Plans of AXA
Equitable Life Insurance Company]
EFFECTIVE DATE: [May 1, 2008]
The terms of this Contract, including the Application, are agreed to by the
Owner, as shown in the Application, and AXA Equitable Life Insurance Company
("AXA Equitable").
This Contract is issued pursuant to the Application submitted to and accepted by
AXA Equitable (a copy of which is attached to and made part of this Contract)
and in consideration of the initial payment of the Contributions made to AXA
Equitable.
[FOR THE CONTRACT HOLDER
-------------------------- ---------------------- -----------------------]
Name Title Date
FOR AXA EQUITABLE
/s/ Xxxxxxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxx Hazin, Vice President,
------------------------------------ ---------------------------------------
Xxxxxxxxxxx X. Xxxxxxx Xxxxx Xxxxx Hazin, Vice President,
Chairman and Chief Executive Officer Secretary and Associate General Counsel
GROUP FLEXIBLE PREMIUM COMBINATION FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
THE PORTION OF ANNUITY ACCOUNT VALUE HELD IN THE SEPARATE ACCOUNTS MAY INCREASE
OR DECREASE IN VALUE AS DESCRIBED IN PART II OF THIS CONTRACT.
INTEREST RATE GUARANTEE WITH RESPECT TO THE PORTION OF THE ANNUITY ACCOUNT VALUE
HELD IN THE GUARANTEED RATE ACCOUNT
FIXED AND VARIABLE ANNUITY BENEFITS - NON-PARTICIPATING
2008ADA
TABLE OF CONTENTS
Page
Part I - DEFINITIONS 3
Part II - INVESTMENT OPTIONS 7
Part III - CONTRIBUTIONS AND ALLOCATIONS 12
Part IV - TRANSFERS AMONG INVESTMENT OPTIONS 13
Part V - WITHDRAWALS, DEATH BENEFITS, AND TERMINATION 14
Part VI - WITHDRAWALS TO EFFECT PLAN LOANS 17
Part VII - ANNUITY BENEFITS 18
Part VIII - ANNUITY ACCOUNT VALUES 20
Part IX - CHARGES 21
Part X - GENERAL PROVISIONS 23
APPENDIX A 25
2008ADA Page 2
PART I - DEFINITIONS
SECTION 1.01 ADOPTION AGREEMENT
"Adoption Agreement" means the agreement that an Owner executes to adopt the
Plan as the retirement plan for its employees.
SECTION 1.02 ANNUITANT
"Annuitant" means a Participant or any other person who is to receive annuity
payments beginning at the Participant's Annuity Commencement Date.
SECTION 1.03 ANNUITY ACCOUNT VALUE
"Annuity Account Value" means the sum of the amounts held for the benefit of a
Participant in the Investment Options.
SECTION 1.04 ANNUITY BENEFIT
"Annuity Benefit" means a Fixed Annuity or Variable Annuity payable by AXA
Equitable pursuant to Part VII of this Contract.
SECTION 1.05 ANNUITY COMMENCEMENT DATE
"Annuity Commencement Date" means the date on which annuity payments are to
commence.
SECTION 1.06 APPLICATION
"Application" means the application for participation under this Contract signed
by the Owner and accepted by AXA Equitable.
SECTION 1.07 BUSINESS DAY
"Business Day" means generally any day on which the New York Stock Exchange is
open for trading and generally ends at 4:00 pm Eastern Time or such other time
as we communicate to the Participant.
SECTION 1.08 CODE
"Code" means the Internal Revenue Code of 1986, as now or hereafter amended, or
any corresponding provisions of prior or subsequent United States revenue laws,
and includes applicable tax regulations.
SECTION 1.09 CONTRACT DATE
"Contract Date" means the earlier of: (a) the date on which the first
Participant to be enrolled under the Contract is enrolled according to our
enrollment procedures, or (b) the date on which the first Participant was so
enrolled under a Prior Contract.
SECTION 1.10 CONTRIBUTION
"Contribution" means a payment made to AXA Equitable as described in Section
3.01.
2008ADA Page 3
SECTION 1.11 EMPLOYER
"Employer" means an Employer that has adopted the Plan. The Employer may be the
Owner of the Contract.
SECTION 1.12 EMPLOYER PLAN
"Employer Plan" means an individually designed plan that has adopted the Pooled
Trust. The Owner signs a Pooled Trust Participation Agreement in order to be
part of the Pooled Trust. The Employer Plan is named in the Participation
Agreement. It is intended to meet the requirements for qualification under
Section 401(a) of the Code.
SECTION 1.13 ENROLLMENT FORM
"Enrollment Form" means the enrollment for participation under this Contract and
signed by the Owner and Participant and accepted by AXA Equitable.
SECTION 1.14 FORFEITURE ACCOUNT
"Forfeiture Account" means an unallocated account maintained by AXA Equitable
under this Contract in conjunction with the operation of Section 8.03. Amounts
arising from the reductions in Annuity Account Value pursuant to Section 8.03
will be allocated thereupon to the Forfeiture Account, pending disposition of
such amounts (and interest thereon) as determined by the Owner. Such account
will be maintained in either (a) the Money Market Guarantee or (b) a Qualified
Default Investment Alternative.
SECTION 1.15 FUNDING ACCOUNT
"Funding Account" means an account maintained under Section 2.01 to which
contributions are allocated and which is adjusted to reflect, as applicable,
interest, income, gains, losses, penalties, expenses, charges and fees. The
Funding Account will include the Investment Options set forth in the Enrollment
Form.
SECTION 1.16 GRA
"GRA" means a guaranteed rate account, which includes the Three-Year Weekly GRA
and the Five-Year Weekly GRA offered by AXA Equitable pursuant to Sections 2.02
or provided under the Prior Contract. A GRA has a stated maturity that bears
interest at a fixed rate for its entire term.
SECTION 1.17 INVESTMENT MANAGER
"Investment Manager" means anyone who (a) manages, acquires or disposes of any
asset of the Trusts, (b) acknowledges in writing that it is a fiduciary with
respect to the Trusts and (c) is (i) an investment adviser registered under the
Investment Advisers Act of 1940, (ii) a bank (as defined in the Investment
Advisers Act of 1940) or (iii) an insurance company qualified under the laws of
more than one state to manage the assets of employee benefit plans (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974).
SECTION 1.18 INVESTMENT OPTION
"Investment Option" means the funds set forth in the Enrollment Form, or added
or removed upon advance notice to the Owner and Participant, including the GRA,
the Money Market Guarantee Account, a Separate Account or a Variable Investment
Option of a Separate Account.
SECTION 1.19 MEMBERS RETIREMENT TRUST
"Members Retirement Trust" means the Members Retirement Trust of AXA Equitable
Life Insurance Company maintained under the Members Retirement Plan.
2008ADA Page 4
SECTION 1.20 MONEY MARKET GUARANTEE
"Money Market Guarantee" means the Funding Account maintained under Section
2.03. Any amount allocated to the Money Market Guarantee becomes part of the
general assets of AXA Equitable, except as provided in Section 2.03.
SECTION 1.21 OPEN PERIOD
"Open Period" means the period during which AXA Equitable will accept
contributions and transfers to a GRA bearing a specified rate of interest.
SECTION 1.22 OWNER
"Owner" is the person named as Owner of the Contract on the Members Retirement
Group Annuity Application. The Owner may be the trustee of a trust holding
assets of the plan or the Employer. Subject to AXA Equitable's approval, the
Owner may designate another person to exercise rights under the Contract.
SECTION 1.23 PARTICIPANT
"Participant" means (a) a participant in the Members Retirement Plan, or (b) a
participant in the Volume Submitter Plan, or (c) a participant in an
individually designed plan for which the Pooled Trust has been adopted and for
which AXA Equitable maintains individual participant records, or (d) a
participant under an individually designed plan for which the Pooled Trust has
been adopted and for which AXA Equitable does not maintain individual
participant records, and (e) who has been enrolled under the Contract.
SECTION 1.24 PARTICIPATION DATE
"Participation Date" means the earliest of (a) the Business Day on which the
Participant has been enrolled under this Contract, (b) the Business Day on which
the Participant was enrolled under a Prior Contract, if applicable, and (c) the
Business Day on which the first Contribution for the Participant is received at
the Processing Office.
SECTION 1.25 PLAN
"Plan" means the Employer Plan, the Members Retirement Plan or the Volume
Submitter Plan as adopted by the Owner. The Plan is intended to meet the
requirements for qualification under Section 401(a) of the Code.
SECTION 1.26 POOLED TRUST
"Pooled Trust" means the Pooled Trust for Association Members Retirement Plans
of AXA Equitable Life Insurance Company which is maintained by AXA Equitable and
the Trustee for certain individually designed retirement plans and which is
intended to meet the requirements for qualification under Section 401(a) of the
Code and which is named in the Enrollment Form.
SECTION 1.27 PRIOR CONTRACT
"Prior Contract" means a contract issued by AXA Equitable and from which the
Owner and AXA Equitable have agreed to transfer certain liabilities associated
with the Plan to this Contract. The years of participation under a Prior
Contract, if applicable, are included as participation under this Contract.
SECTION 1.28 PROCESSING OFFICE
"Processing Office" means AXA Equitable's administrative office as shown in the
Enrollment Form. AXA Equitable may change the Processing Office address upon
written notice to the Owner.
2008ADA Page 5
SECTION 1.29 QUALIFIED DEFAULT INVESTMENT ALTERNATIVE
"Qualified Default Investment Alternative" means a Qualified Default Investment
Alternative as defined in Regulations issued by the U.S. Department of Labor.
SECTION 1.30 REDEMPTION FEE
"Redemption Fee" means a charge that is assessed by the underlying portfolio of
a Funding Account and paid to the underlying portfolio of the Funding Account
when a Participant redeems, sells, or withdraws amounts from an applicable
Funding Account in the event that such amounts are held less than a specified
period of time.
SECTION 1.31 SEPARATE ACCOUNT
"Separate Account" means any Separate Account described in Part II or added to
this Contract. A Separate Account may be divided into subaccounts.
SECTION 1.32 SOURCE
"Source" means any of the various sources or types of Contributions identified
in the Enrollment Form.
SECTION 1.33 TRANSACTION DATE
"Transaction Date" means the Business Day AXA Equitable receives a Contribution
or a transaction request at the Processing Office providing the information AXA
Equitable needs is in a form acceptable to AXA Equitable.
SECTION 1.34 TRUSTEE
"Trustee" means the trustee of the Trusts, who is XX Xxxxxx Chase and Co. or any
successor Trustee.
SECTION 1.35 TRUSTS
"Trusts," means the Members Retirement Trust, the Volume Submitter Retirement
Trust and the Pooled Trust.
SECTION 1.36 VARIABLE INVESTMENT OPTION
"Variable Investment Option" means a subdivision of a Separate Account. A
Variable Investment Option may invest its assets in a separate class (or series)
of shares of a specified trust or investment company where each class (or
series) represents a separate portfolio in the specified trust or investment
company.
SECTION 1.37 VOLUME SUBMITTER PLAN
"Volume Submitter Plan" means the Volume Submitter Specimen Basic Plan Document
Number 01 of AXA Equitable Life Insurance Company.
SECTION 1.38 VOLUME SUBMITTER RETIREMENT TRUST
"Volume Submitter Retirement Trust" means the Trust maintained under the Volume
Submitter Plan.
2008ADA Page 6
PART II - INVESTMENT OPTIONS
SECTION 2.01 FUNDING ACCOUNT PROVISIONS
The Enrollment Form sets forth the Funds that are available as Investment
Options under the Contract as of the Contract Date. Additional Funds may be
added as Investment Options as communicated to the Owner. Section 3.01 of this
Contract describes the allocation of Contributions among Investment Options
elected by the Participant as stated in the Enrollment Form.
To the extent that a Participant files no valid instructions, contributions on
his behalf shall be allocated to the Money Market Guarantee or a Qualified
Default Investment Alternative.
A Participant may transfer all or any part of the amounts held on his behalf
among the Investment Options at any time, subject to any transfer restrictions
applicable, as described in Section 4.02. As described in this Part II, certain
Investment Options may be subject to special underwriting standards and
procedures and to restrictions limiting the timing and frequency of
transactions. All withdrawals from a GRA shall be made against the value of the
contribution or transfer most recently allocated to the same type of GRA.
SECTION 2.02 GRA PROVISIONS
AXA Equitable shall offer Three-Year Weekly GRAs and/or Five-Year Weekly GRAs at
an interest rate, before fees, charges and expenses, equal to the greater of (a)
(i) the interest rates on United States Treasury securities with comparable
maturities minus (ii) a percentage reasonably determined by AXA Equitable to
compensate it for its administrative expenses in administering such GRAs, or (b)
an interest rate agreed upon by the parties; provided, however, that AXA
Equitable shall not be obligated to offer GRAs pursuant to this Section if AXA
Equitable gives the Owner 60 days notice of its intent not to do so; this shall
not impact any account balances that are currently invested in GRAs until their
respective maturity dates at which time the GRAs shall no longer be available
for those account balances. Any GRAs which are offered by AXA Equitable pursuant
to this Section shall be subject to all provisions of this Contract which are
applicable to GRAs, including Sections 4.02 and 5.01.
The Open Periods for each GRA shall begin each Wednesday and end the following
Tuesday. The maturity date of the GRA with respect to each Open Period shall
begin on the last day of that Open Period (or, if that date is not a Business
Day, on the next succeeding Business Day) and will last for 260 weeks for Five
Year GRAs and 156 weeks for Three Year GRAs. No transfers shall be permitted
from the GRA provided by AXA Equitable to other Investment Options prior to
maturity. Withdrawals from the GRA provided by AXA Equitable shall be subject to
the restrictions and Interest Rate Adjustment set forth in Section 5.01.
AXA Equitable shall credit interest daily under the GRAs. The amount of interest
to be credited shall be based on the account balances as of the beginning of
each day, before any contributions are credited or any withdrawals, fees or
expenses are deducted for that day.
Upon the maturity of a GRA, subject to the provisions of this Part II, the
account balance shall be allocated among the Funding Accounts in accordance with
the Participant's instructions received by AXA Equitable at least four days
prior to the maturity date (or, to the extent AXA Equitable receives no such
instructions, to the Money Market Guarantee or a Qualified Default Investment
Alternative).
SECTION 2.03 MONEY MARKET GUARANTEE
AXA Equitable shall guarantee principal and interest on amounts contributed or
transferred to the Money Market Guarantee. AXA Equitable shall set the interest
rates monthly at its discretion. The gross effective annual rates of interest
paid on the Money Market Guarantee during each calendar year shall be
approximately equal to the sum of (a) the average effective annual rates of
interest accrued during the prior calendar year for money market mutual funds
that are classified as "domestic prime," plus (b) an amount equal to AXA
Equitable's reasonable estimate of the average expenses and fees for such funds
minus (c) [0.15] percent and the applicable Program
2008ADA Page 7
Expense Charge. AXA Equitable shall change its rate-setting formula for the
Money Market Guarantee as frequently as necessary to meet the foregoing
standard. AXA Equitable shall establish and declare a guaranteed minimum gross
rate of interest for the Money Market Guarantee for each calendar year.
Withdrawals and transfers from the Money Market Guarantee shall not be subject
to any restrictions or to the Interest Rate Adjustment. All amounts held under
this contract as to which AXA Equitable receives no allocation election shall be
allocated to the Money Market Guarantee or a Qualified Default Investment
Alternative.
AXA Equitable maintains Separate Account No. [43] in connection with its
obligations under the Money Market Guarantee. AXA Equitable shall hold assets in
Separate Account No. [43] which are at least equal to the reserves and other
contract liabilities in connection with the Money Market Guarantee, net of any
fees applicable to the Money Market Guarantee under this contract. AXA Equitable
shall make the determination of reserves and other contract liabilities required
by the immediately preceding sentence in good faith and in accordance with
applicable provisions of the New York Insurance Law and regulations thereunder.
AXA Equitable shall operate Separate Account No. [43] in compliance with its
"Summary of Operation -- Pooled Separate Account for Money Market Guarantees",
as approved by the New York Insurance Department, including any amendments
thereto which may in the future be approved by the New York Insurance
Department. In accordance with such Summary of Operation, AXA Equitable will
generally value fixed income securities which are held in Separate Account No.
[43] at cost, less principal repayments, adjusted for amortization of any
premium or accrual of any discount. AXA Equitable may transfer assets of
Separate Account No. [43] in excess of the reserves and other contract
liabilities it is required to maintain pursuant to the second sentence of this
paragraph to its general account. Income, gains, and losses, whether or not
realized, from assets allocated to Separate Account No. [43] shall be credited
to or charged against such Separate Account without regard to the other income
gains or losses of AXA Equitable. If the amounts held in Separate Account No.
[43] are insufficient to satisfy AXA Equitable's undertaking pursuant to the
second sentence of this paragraph, AXA Equitable shall transfer sufficient
amounts to Separate Account No. [43] from its general account to satisfy such
undertaking. The assets of Separate Account No. [43] are AXA Equitable's
property; however, the portion of the assets of Separate Account No. [43] equal
to the reserves and other contract liabilities with respect to such Separate
Account shall not be chargeable with liabilities arising out of any other
business AXA Equitable may conduct. No provisions of this Contract which pertain
exclusively to the Separate Account Funding Accounts shall be applicable to
Separate Account No. [43] other than as contained in this Section.
AXA Equitable shall use the independent rating in calculating the average credit
quality; AXA Equitable shall use its good-faith assessment of the credit quality
with respect to all other assets. The parties agree that AXA Equitable may, in
its sole discretion, hold assets that have not been rated by an independent
rating agency in Separate Account No. [43].
AXA Equitable shall credit interest daily under the Money Market Guarantee. The
amount of interest to be credited shall be based on the account balances as of
the beginning of each day, before any contributions are credited or any
withdrawals, fees or expenses are deducted for that day.
SECTION 2.04 SEPARATE ACCOUNT
The Separate Account(s) set forth in the Enrollment Form are available under
this Contract. A Separate Account may be subdivided into Variable Investment
Options.
The assets of a Separate Account are AXA Equitable's property. Any income, gains
or losses whether realized or unrealized from assets in a Separate Account will
be credited to or charged against the account without regard to other income,
gains, or losses of AXA Equitable. The portion of AXA Equitable's assets equal
to the reserves and other contract liabilities will not be chargeable with
liabilities which arise out of any other business AXA Equitable conducts. AXA
Equitable may transfer assets of a Separate Account or a Variable Investment
Option in excess of the reserves and other liabilities with respect to such
Account or Fund to another Separate Account or Variable Investment Option or to
AXA Equitable's general account.
2008ADA Page 8
AXA Equitable may, at its discretion, invest Separate Account assets in any
investment which applicable law permits. AXA Equitable may rely conclusively on
the opinion of counsel (including counsel in its employ) as to what investments
AXA Equitable may make as law permits.
If AXA Equitable changes a Separate Account or adds separate accounts as
described in Section 2.06, then the terms herein related to the Separate Account
will apply to the changed or added account(s).
SECTION 2.05 SEPARATE ACCOUNT UNITS AND UNIT VALUES
The amount in a Separate Account with respect to the Plan at any time is equal
to the number of Units in that Account with respect to the Plan multiplied by
the Unit Value which applies at that time. For the purposes of this Contract,
"Unit" means a unit which is purchased in a Separate Account, and "Unit Value"
means the dollar value of each Unit in a Separate Account on a given date. (If
Variable Investment Options apply as described in Section 2.04, then the terms
of this Section 2.05 apply separately to each Variable Investment Option, unless
otherwise stated.)
Amounts allocated or transferred to a Separate Account are used to purchase
Units of that Account. Units are redeemed when amounts are deducted, transferred
or withdrawn.
The number of Units in a Separate Account at any time is equal to the number of
Units purchased minus the number of Units redeemed in that Account up to that
time. The number of Units purchased or redeemed in a transaction is equal to the
dollar amount of the transaction divided by the Account's Unit Value for that
Transaction Date.
AXA Equitable determines the Unit Value for each Variable Investment Option at
the end of each Business Day. The Unit Value is equal to (a) the gross unit
value, plus or minus investment performance, minus (b) any Program Expenses. For
these purposes, the "gross unit value" is determined by multiplying the gross
unit value on the preceding Business Day, by the Net Investment Factor for that
Business Day.
The Net Investment Factor is determined as follows:
(a) the value of the Variable Investment Option's assets at the close of
business on the preceding Business Day,
(b) plus, the investment income and capital gains, realized and unrealized,
that are credited to the assets of the Variable Investment Options during
the Business Day for which the calculation is being made,
(c) minus the capital losses, realized and unrealized, that were charged to the
assets of the Variable Investment Options during the Business Day for which
the calculation is being made,
(d) divided by the value of the Variable Investment Options' assets at the
close of the preceding Business Day.
The Unit Value for a Business Day is calculated by multiplying the Unit Value
for the last Business Day of the preceding month by the Net Change Factor for
that Business Day. The Net Change Factor for each Business Day is equal to (a)
minus (b), where (a) and (b) is:
(a) the gross unit value for that Business Day, divided by the gross unit value
for the last Business Day of the preceding month,
(b) the charge to the Fund for that month for the daily accrual of fees and
other expenses, multiplied by the number of days since the end of the
preceding month.
To the extent the Separate Account invests in Variable Investment Options, and
the assets of the Variable Investment Options are invested in a class or series
of shares of a specified trust or investment company, then the Unit Value of a
Variable Investment Option for any Valuation Period is equal to the Unit Value
for that Variable
2008ADA Page 9
Investment Option on the immediately preceding Valuation Period multiplied by
the Net Investment Factor for that Variable Investment Option for the current
Valuation Period. A "Valuation Period" is each Business Day together with any
consecutive preceding non-business days. For example, for each Monday which is a
Business Day, the preceding Saturday and Sunday will be included to equal a
three-day Valuation Period. The Net Investment Factor for a Valuation Period is
(a) divided by (b), where
(a) is the value of the Variable Investment Option's shares of the
related portfolio of the specified trust or investment company at the
end of the current Valuation Period (before taking into account any
amounts allocated to or withdrawn from the Variable Investment Option
for the Valuation Period and after deduction of investment advisory
fees and direct operating expenses of the specified trust or
investment company; for this purpose, AXA Equitable uses the share
value reported to AXA Equitable by the specified trust or investment
company plus the applicable dividend and capital gain rates on
ex-dividend date), and
(b) is the value of the Variable Investment Option's shares of the
related portfolio of the specified trust or investment company at the
end of the preceding Valuation Period (taking into account any
amounts allocated or withdrawn for that Valuation Period).
SECTION 2.06 CHANGES WITH RESPECT TO SEPARATE ACCOUNTS
In addition to the right reserved pursuant to subsection (b) of Section 2.07,
AXA Equitable reserves the right, subject to compliance with applicable law,
including notice to Participants and the Owner if required:
(a) to add Variable Investment Options (or sub-funds of Variable
Investment Options) to, or to remove Variable Investment Options (or
sub-funds) from, a Separate Account, or to add or remove Separate
Accounts;
(b) to combine any two or more Variable Investment Options or sub-funds
thereof, which, in AXA Equitable's judgment, have the same general
investment objectives;
(c) to transfer the assets AXA Equitable determines to be the share of
the class of contracts to which this Contract belongs from any
Separate Account or Variable Investment Option to another Separate
Account or Variable Investment Option which, in AXA Equitable's
judgment, has the same general investment objectives;
(d) to operate the Separate Account or any Variable Investment Option as
a management investment company under the Investment Company Act of
1940;
(e) to register or deregister the Separate Account or any Variable
Investment Option under the Investment Company Act of 1940, provided
that such action conforms with the requirements of applicable law;
(f) to restrict or eliminate any voting rights as to any Separate
Account;
(g) to cause one or more Separate Accounts or Variable Investment Options
to invest some or all of their assets in one or more other trusts or
investment companies which, in AXA Equitable's judgment, have the
same general investment objectives.
A portfolio might, in AXA Equitable's judgment, become unsuitable for investment
by a Separate Account or a Variable Investment Option, in view of legal,
regulatory, or federal income tax restrictions. In such event, shares of another
series or shares of another unit investment trust may be substituted for shares
already purchased with respect to the Separate Account or as the security to be
purchased in the future, provided that such substitution meets applicable
federal income tax guidelines and, to the extent required by law, has been
approved by the Securities and Exchange Commission and such other regulatory
authorities as may be necessary.
2008ADA Page 10
If the exercise of these rights results in a material change in the underlying
investments of a Separate Account or a Variable Investment Option, the Owner and
each Participant will be notified of such exercise, as required by law.
SECTION 2.07 AVAILABILITY OF INVESTMENT OPTIONS
The Enrollment form sets forth the Investment Options available for election
under this Contract as of the Contract Date. Section 3.01 of this Contract
describes the allocation of Contributions among Investment Options elected by
the Participant as stated in the Enrollment Form.
2008ADA Page 11
PART III - CONTRIBUTIONS AND ALLOCATIONS
SECTION 3.01 CONTRIBUTIONS, ALLOCATIONS
The Owner will remit as Contributions all amounts maintained with respect to the
Plan, unless AXA Equitable agrees otherwise in writing or unless such remittance
is to cease pursuant to the terms of this Contract.
Contributions remitted to the Contract must use an allocation method approved by
AXA Equitable which shows the Source and the amount of each type of Contribution
for each Participant.
Each Contribution, less any applicable tax charge in accordance with Section
9.08, is allocated pursuant to the allocation instructions submitted in a form
acceptable to AXA Equitable. Contributions made to a Variable Investment Option
will be used to purchase Units in that Variable Investment Option on the
Transaction Date.
SECTION 3.02 DISCONTINUANCE OF CONTRIBUTIONS
Contributions under the Contract will continue with respect to the Plan unless
one of the following circumstances occurs which would result in the
discontinuance of such Contributions:
(a) the Internal Revenue Service has determined that the Plan fails to
qualify under Section 401(a) of the Code and applicable Treasury
Regulation and AXA Equitable receives notice of such fact. Payments
will be made as described in subsection (a) of Section 5.03.
(b) the Owner notifies AXA Equitable that participation of the Plan under
the Contract is to be terminated, in which case the Owner will
discontinue Contributions to the Contract.
(c) this Contract fails to qualify as an annuity; AXA Equitable will have
the right, upon receiving notice of such fact, to terminate this
Contract.
(d) AXA Equitable decides to replace the terms of this Contract with terms
available under a different contract issued by AXA Equitable or one of
its affiliated or subsidiary life insurance companies for plans
qualified under Section 401(a) of the Code and the Owner disapproves of
such change after notice by AXA Equitable to the Owner of such change.
Any notice of discontinuance of Contributions described above will require [60
days] written notice by either the Owner or AXA Equitable, as applicable, of
such intent to discontinue Contributions under the Contract.
2008ADA Page 12
PART IV - TRANSFERS AMONG INVESTMENT OPTIONS
SECTION 4.01 TRANSFER REQUESTS
If the Participant is part of the Plan as defined in this Contract, the
Participant may, upon request, in a form acceptable to AXA Equitable, transfer,
pursuant to the terms of the Plan, all or part of the amount held in an
Investment Option to one or more of the other Investment Options. The request
will specify the Source(s), if applicable as described in Part VIII, to which
the transfer applies. All transfers will be made on the Transaction Date and
will be subject to the terms of Section 4.02 and to AXA Equitable's rules in
effect at the time of transfer. With respect to a Separate Account, the
transfers will be made at the Unit Value on the Transaction Date.
SECTION 4.02 TRANSFER RULES
Except for the following restriction, transfers to and from any Investment
Option are permitted at any time. Transfers will not be permitted from the GRAs
to other Investment Options prior to maturity of the GRA.
AXA Equitable reserves the right to impose conditions or limitations on transfer
rights, restrict transfers or refuse any transfer requested by an individual or
firm engaged in market timing strategies. For purposes of this Section, market
timing strategies are strategies that disrupt the trading patterns of the
underlying investment company or trust. AXA Equitable reserves the right, in its
sole discretion, to determine what constitutes a market timing strategy. AXA
Equitable will implement any market timing policy of an underlying portfolio.
2008ADA Page 13
PART V - WITHDRAWALS , DEATH BENEFITS, AND TERMINATION
SECTION 5.01 WITHDRAWALS
The Participant may make a request in a form acceptable to AXA Equitable for a
withdrawal from the Money Market Guarantee or Variable Investment Options
pursuant to the terms of the Plan. Withdrawals may be delayed from certain
Variable Investment Options, however, if there is a delay in the redemption of
the underlying mutual fund.
Withdrawals are not permitted from a GRA except as described in the following
two paragraphs.
A Participant may withdraw the balance of his interest in the GRAs provided by
AXA Equitable before maturity without incurring an interest rate adjustment as
described below, provided that the withdrawal is made as a result of the
following events:
a) upon separation from service (including retirement) by a Participant
other than a dentist,
b) retirement after age 59-1/2 by a dentist under an annuity or
installment of at least three years' duration,
c) upon receipt by AXA Equitable of due proof of death of the
Participant,
d) upon the Participant's "Disability", as defined below, or
e) attainment of age 70-1/2 by the Participant.
For the purposes of (d) above, "Disability" means the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or to be of long, continued and indefinite duration,
presumably for life, as determined by the Owner on the basis of either
(A) a written determination by the Social Security Administration that
disability payments under the Social Security Act have been approved;
or (B) other evidence satisfactory to AXA Equitable of such condition.
A dentist, as identified on the Enrollment Form, may withdraw the balance of his
GRAs provided by AXA Equitable upon retirement after 59-1/2 under a distribution
option of less than three years' duration, subject to an "interest rate
adjustment". The distribution will be reduced by such interest rate adjustment,
which is calculated by multiplying (a), (b) and (c), where (a) is the excess, if
any, of the interest rate for a GRA currently being offered on the date of
withdrawal, over the rate being credited for the GRA from which the withdrawal
is being made, (b) is the years and/or fraction of years until maturity of the
GRA on the date of withdrawal, and (c) is the amount being withdrawn from the
GRA. The calculation will be made without regard for the deductions being taken
for the applicable Program Expense Charge pursuant to Section 9.01. If a GRA
with that same maturity is not being offered at the time of the withdrawal, the
interest rate adjustment will be based on the then current U.S. Treasury Notes
or for a comparable option under the Program. Original contributions will not be
reduced by the interest rate adjustment. No interest rate adjustment will be
made if the current GRA rate is equal to or less than the rate for the GRA from
which a qualified distribution is being made. If the interest accumulated in one
GRA is insufficient to recover the amount calculated under the calculation
above, the excess may be deducted as necessary for interest accumulated in other
GRAs of the same duration. A withdrawal subject to an interest rate adjustment
may not be made from a GRA provided by AXA Equitable less than 104 weeks after
the end of the Open Period during which the contribution or transfer to that GRA
occurred unless the interest accumulated equals or exceeds the amount of the
interest rate adjustment at the time of withdrawal.
On the Transaction Date, AXA Equitable will pay the amount of the withdrawal
requested or, if less, the Participant's amount in the Funding Account, subject
to the terms of Section 9.01. The withdrawal to be made to provide the payment
will be made from the Investment Options specified by the Participant, subject
to the terms
2008ADA Page 14
of Section 4.02. The payment arising from the withdrawal will be made to the
payee specified on the applicable form, unless the Owner and AXA Equitable agree
to another payee.
Withdrawals will be made in accordance with the Plan and the Code.
SECTION 5.02 DEATH BENEFIT
Subject to any restrictions set forth in the Plan, each Participant may
designate one or more beneficiaries to receive any benefits remaining due to him
upon his death.
If a Participant dies without designating a beneficiary, or if the last
surviving beneficiary dies before the distribution of all benefits, AXA
Equitable shall distribute the remaining benefits in accordance with the terms
of the Plan or, in the case of an individually designed plan that makes no
provision for this event, to the first surviving class of the following classes
of persons: (a) the Participant's spouse, (b) the Participant's children, (c)
the Participant's parents, (d) the Participant's siblings and (e) the estate of
the person on whose death the remaining benefits became payable.
Upon receipt by AXA Equitable of due proof of death of the Participant, and any
instructions and required forms to effect the payment, AXA Equitable will pay a
death benefit to the beneficiary. The death benefit is equal to the value of the
Funding Account.
If the Participant's death occurs prior to the Annuity Commencement Date, AXA
Equitable will pay the death benefit elected by the beneficiary and reported by
the Owner subject to the rules then in effect and the requirements of law. A
beneficiary may elect from the following payment options:
(a) to receive the death benefit in a single sum;
(b) to apply the death benefit to the purchase of an Annuity Benefit in a
form then offered by AXA Equitable;
(c) to apply the death benefit to provide any other form of benefit then
offered by AXA Equitable; or
(d) to apply the death benefit to an account or accounts under this
Contract maintained for the benefit of such beneficiary or
beneficiaries, if the terms of Part VIII apply.
If the Participant's death occurs while they are still receiving Annuity
Benefits, the beneficiary must continue to receive benefits, subject to the
applicable Federal income tax minimum distribution rules.
SECTION 5.03 TERMINATION OF COVERAGE UNDER THE CONTRACT
(A) TERMINATION OF CONTRACT:
AXA Equitable may terminate this contract on the last day of any month,
provided written notice of such termination is given to the Contract
Holder and the Owner at least 24 months before the date of termination.
No amounts may be contributed or transferred to any Funding Account on
or after the date on which the termination of this Contract is
effective. Withdrawals will be made in accordance with Item (e) below.
(B) TERMINATION OF PARTICIPATION UNDER THIS CONTRACT:
If an Owner is to terminate its participation in the Contract, the
Owner will provide AXA Equitable with [60 days] advance written notice
of such termination. After such notice has been received, withdrawals
will be made in accordance with Item (e) below.
2008ADA Page 15
(C) EMPLOYER PLAN IS NO LONGER QUALIFIED:
If the Employer Plan is no longer qualified under Section 401(a) of the
Code, AXA Equitable reserves the right to (a) refuse further
Contributions to this Contract on behalf of Participants, or (b)
terminate the Employer Plan's participation under this Contract and to
pay the amounts held in the Investment Options with respect to the
Employer Plan as if the Employer had terminated the Employer Plan's
participation under this Contract in accordance with subsection (b)
above. Withdrawals will be made in accordance with Item (e) below.
(D) PAYMENT UPON TERMINATION:
Following the termination of this contract, AXA Equitable shall pay the
amounts allocated on behalf of Participants in the Funding Accounts it
provides (in cash in the case of amounts allocated to the Money Market
Guarantee and in cash or marketable assets, or both, in the case of any
other Funding Account) to any person designated in writing by the Owner
(or, if the Owner makes no such designation, to the Owner), except that
AXA Equitable shall not transfer any such amount that is invested in a
GRA provided by AXA Equitable or under the Prior Contract, prior to the
stated maturity, except as otherwise provided in this Contract;
(E) LIABILITY FOR PAYMENTS:
Any amount payable pursuant to the above subsections will be paid to
the Owner or otherwise paid as may be agreed upon in writing between
the Owner and AXA Equitable. Any payment by AXA Equitable pursuant to
this Section 5.03 will fully discharge AXA Equitable from all liability
with respect to the amount paid.
2008ADA Page 16
PART VI - WITHDRAWALS TO EFFECT PLAN LOANS
SECTION 6.01 WITHDRAWALS TO EFFECT PLAN LOANS TO PARTICIPANTS
If the Employer Plan permits loans, the Participant may request, subject to the
terms of the Plan and the Code and applicable Treasury regulations, withdrawals
from their balance in the Investment Options for a loan.
The Participant will specify from which Investment Option(s) and Sources, if
applicable, the withdrawal is to be made. Loans may not be taken from amounts in
a GRA.
SECTION 6.02 TERMS - RESTRICTIONS
Withdrawals from a Participant's Annuity Account Value to effect Plan loans may
not be made if the Employer intends to terminate the Employer Plan, or has given
notice that the Employer Plan has terminated or amounts are being paid pursuant
to the terms of Section 5.03.
In addition, the following terms will apply:
(a) A withdrawal to make a Plan loan will be available only from the
portion, if any, of the Annuity Account Value that is considered vested
in accordance with the Plan, as reported to AXA Equitable by the
Employer.
(b) Participants will apply for Plan loans through the Employer.
(c) The Plan loan must by its terms be for an amount and duration within
the terms specified in the Code and applicable Treasury regulations.
2008ADA Page 17
PART VII ANNUITY BENEFITS
SECTION 7.01 ANNUITY BENEFIT
Each Annuity Benefit under this Contract will be paid as a Life Annuity, unless
another form offered by AXA Equitable or one of its affiliated or subsidiary
companies is elected, subject to the terms of the Plan. The Life Annuity is a
fixed annuity which provides monthly payments to the Participant beginning as of
the Annuity Commencement Date and ending with the last payment due before the
Participant's death.
SECTION 7.02 REPORT FOR ANNUITY BENEFIT
The Owner will report to AXA Equitable each Participant or other person with
respect to whom an Annuity Benefit is to be provided under this Contract if the
amount to be applied to provide such Annuity Benefit is at least [$5,000]. Any
such report is to be made before the first payment under such Annuity Benefit.
Any such report will be in the form prescribed by AXA Equitable and will include
all pertinent facts and determinations requested by AXA Equitable. AXA Equitable
will be fully protected in relying on the reports and other information
furnished by the Owner or Participant and need not inquire as to the accuracy or
completeness thereof.
SECTION 7.03 APPLICATION TO PROVIDE ANNUITY BENEFIT
An application must be made in order to provide each Annuity Benefit. The amount
applied to each such Benefit will be equal to the amount withdrawn from the
Investment Options, less any applicable tax charge in accordance with Section
9.08 on annuity considerations; provided that the Owner may report, in
accordance with Section 7.02, that only a portion of the given amount is to be
used for such Benefit.
If AXA Equitable has deducted charges for applicable tax from the Contributions
being applied to provide an Annuity Benefit before they were allocated to the
Investment Options pursuant to Section 3.01, AXA Equitable will not again deduct
charges from such Contributions for the same taxes. If however, taxes are later
imposed upon AXA Equitable when such an application is made, AXA Equitable
reserves the right to make an additional deduction for such taxes.
Application will be made on the basis of either (a) the Table of Guaranteed
Annuity Payments included in Appendix A of this Contract, or (b) AXA Equitable's
then-current individual annuity rates applicable at the time of application to
funds which derive from sources outside AXA Equitable, whichever rates would
provide a larger benefit with respect to the payee.
SECTION 7.04 CONDITIONS
AXA Equitable will require proof of the age of any person on whose life an
annuity form is based.
AXA Equitable has the right to ask for proof acceptable to it that the person on
whose life a benefit payment is based is alive when each payment is due. If a
benefit was based on information that is later found not to be correct, such
benefit will be adjusted on the basis of the correct information. The adjustment
will be made in the amount of the benefit payments, or any amount used to
provide the benefit, or any combination. Overpayments by AXA Equitable will be
charged against future payments. Underpayments will be added to future payments.
AXA Equitable's liability is limited to the correct information and the actual
amounts used to provide the benefits.
If AXA Equitable receives proof satisfactory to it that (a) a payee entitled to
receive any payment under the terms of this Contract is physically or mentally
incompetent to receive such payment or is a minor, (b) another person or an
institution is then maintaining or has custody of such payee, and (c) no
guardian, committee, or other
2008ADA Page 18
representative of the estate of such payee has been appointed, AXA Equitable may
make the payments to such other person or institution. AXA Equitable will have
no further liability with respect to the payments so made.
If the amount to be applied hereunder is less than [$5,000] or would result in
an initial monthly payment of less than [$300.00], AXA Equitable may pay the
amount to the payee in a single sum instead of applying it under the annuity
form elected.
SECTION 7.05 CHANGES
AXA Equitable reserves the right, upon [60 days] advance notice to the Owner, to
change at any time on and after the fifth anniversary of the Contract Date, at
intervals of not less than five years, the actuarial basis used in the Tables of
Guaranteed Annuity Payments; however, no such change will apply to any Annuity
Benefit commenced before the change.
2008ADA Page 19
PART VIII - ANNUITY ACCOUNT VALUES
SECTION 8.01 PARTICIPANTS' ACCOUNTS
AXA Equitable will maintain Participant-level accounts unless the Owner
specifies otherwise on the Pooled Trust Participation Agreement. If so, then the
Owner will specify the Participant with respect to whom each Contribution is
being remitted, the Source to which each Contribution relates, and the
allocation by Source of such Contribution among the Investment Options. If
individual accounts are maintained under this Section, then the terms of
Sections 2.01, 2.02, 2.03, 2.05 and this Part will apply separately with respect
to each Participant's Annuity Account Value.
SECTION 8.02 PARTICIPANT ACCOUNT TRANSFERS
The transfer rules described in Section 4.02 will apply separately with respect
to each Participant.
SECTION 8.03 PARTICIPANT ACCOUNT FORFEITURES
(A) FORFEITURES:
If the Owner reports to AXA Equitable that the Annuity Account
Value is to be reduced as a result of a forfeiture pursuant to
the Plan, AXA Equitable will reduce the Annuity Account Value
by the amount of the reduction so reported as representing the
unvested portion of the Participant's Annuity Account Value.
AXA Equitable will apply the amount of any such reduction to
the Forfeiture Account, pending subsequent disposition. Such
amount (and any interest thereon) will be disposed of in a
manner to be reported in writing to AXA Equitable by the
Owner.
(B) FORFEITURE ACCOUNT:
The Forfeiture Account is an unallocated account maintained by
AXA Equitable under this Contract in order to hold amounts
arising from reductions in Annuity Account Values pursuant to
subsection (a) above. Such account will be maintained in
either (a) the Money Market Guarantee or (b) a Qualified
Default Investment Alternative.
(C) WITHDRAWALS FROM ACCOUNT:
If the Owner requests that the amount representing a
forfeiture and the interest thereon be withdrawn from the
Forfeiture Account, for any purpose other than reallocation of
such amount to the Participants covered under the Plan and the
Contract, such withdrawal may be subject to the terms of
Sections 5.01 or 5.03, as if termination of participation
under the Contract had occurred. AXA Equitable shall not be
liable for any tax consequences that results either to the
Plan, Participant or Owner as a result of a distribution of
such amounts to the Owner.
2008ADA Page 20
PART IX - CHARGES
SECTION 9.01 PROGRAM EXPENSE CHARGE
There will be an annual Program Expense Charge; equal to the amount in
subsections (a), plus the amount in subsection (b) of this Section 9.01, which
shall be paid to AXA Equitable from the Funding Accounts.
(a) A "Percentage Charge" consisting of the sum of the amounts
derived by multiplying the following percentages times the
aggregate balance of the Funding Accounts as of the immediately
preceding January 31:
(i) [0.51%] of the first $500 million of the aggregate balance;
(ii) [0.41%] of the next $500 million of the balance;
(iii) [0.318%] of the balance in excess of $1 billion.
(b) An [$80] per Participant charge which will be adjusted annually
in accordance with the Consumer Price Index as reported by the
U.S. Department of Labor.
The Program Expense Charge may be changed as of any May 1 as communicated
to the Owner. In no event shall the Program Expense Charge exceed 1.00%.
The program expense charge is calculated as of each January 31. One
twelfth of the program expense charge will be charged to Participants'
account balances computed on an equivalent daily basis during each of the
12 consecutive months beginning May 1 of the same calendar year.
In the case of a Funding Account that is not valued every Business Day, a
pro rata portion of the then applicable program expense charge will be
charged to Participants' Accounts in such Funding Account on each
Business Day for which a value is established.
On the date each GRA is opened, AXA Equitable will determine a pro rata
portion of the then applicable program expense charge for amounts held in
such GRA, which shall constitute the program expense charge for that GRA
until its maturity. The net interest rate declared by AXA Equitable on a
GRA will reflect the compounded effect of the then applicable program
expense charge.
SECTION 9.02 REDEMPTION FEE
AXA Equitable will collect Redemption Fees on behalf of the underlying
portfolios of the Investment Options, in the amounts and in accordance with the
rules established by each underlying portfolio. AXA Equitable will remit the
Redemption Fee to the underlying portfolios as soon as practicable after
collection and in compliance with any period an underlying portfolio has
established.
For purposes of this Section 9.02, "Redemption Fee" means a charge that is
assessed by the underlying portfolio of an Investment Option and paid to the
underlying portfolio of the Investment Option when a Participant redeems, sells,
or withdraws amounts from an applicable Investment Option in the event that such
amounts are held less than a specified period of time.
The parties agree that AXA Equitable shall have no responsibility for
determining this charge and that this fee may be changed at any time by the
Investment Manager of the underlying portfolio.
2008ADA Page 21
SECTION 9.03 ENROLLMENT FEE
An enrollment fee of [$25] shall be paid to AXA Equitable upon the enrollment of
each new Participant. Unless the Owner pays the fee directly to AXA Equitable,
it shall be charged against the first contribution made on behalf of the
participant. AXA Equitable may, in its sole discretion, waive the enrollment fee
from time to time for marketing purposes.
SECTION 9.04 RECORD MAINTENANCE AND REPORT FEE
A record maintenance and report fee of [$3] shall be charged quarterly against
each Participant's aggregate account balances in the Members Retirement Trust
and Volume Submitter Trust and paid to AXA Equitable; such fee shall be [$1] for
account balances in the Pooled Trust. The fee shall be deducted from each
Participant's accounts, and within those accounts from the Participant's balance
in each Funding Account, in accordance with the ordering rule established by AXA
Equitable from time to time and communicated in writing to the Owner.
SECTION 9.05 ERRORS
If AXA Equitable discovers that it has made a mistake in computing or collecting
the fees set forth in this Part IX, it shall repay any overpayments to the
Trusts and allocate the overpayment among the then existing Plans, and it may
charge any underpayments to the Trusts to the extent that it is able to allocate
such amounts to the account balances of these Plans who were actually
undercharged.
SECTION 9.06 MISCELLANEOUS FEES
Custodians' fees, Securities and Exchange Commission fees, financial accounting
fees, independent legal, independent auditing, printing, and mailing expenses
incurred in the preparation and dissemination of Securities and Exchange
Commission filings and reports shall be paid from the assets of each Separate
Account for which such expenses are incurred and shall be charged against the
appropriate Separate Account Unit Value. To the extent that AXA Equitable pays
any of these expenses with respect to its Separate Accounts, it shall be
entitled to reimbursement from the appropriate Separate Accounts. Upon the
termination of this Contract under Section 5.03, AXA Equitable shall be entitled
to reimbursement for any such expenses for which it has not previously been
reimbursed.
SECTION 9.07 CHANGES
AXA Equitable reserves the right, upon [60 days] advance written notice to the
Owner, to increase the amount of any charge. The application of any increase in
Program Expense Charges described in Section 9.01 will apply only to
Contributions made after the date of the change. With respect to the Percentage
Charge described in Section 9.01, Subsection (a), any such increase will be
subject to any limit on the amount then required by the Securities and Exchange
Commission.
SECTION 9.08 APPLICABLE TAX CHARGES
We reserve the right to deduct from a payout of an Annuity Benefit any taxes
whether federal or state assessed against such payout. In addition, if a premium
tax is imposed on a Participant's Annuity Account Value, we reserve the right to
deduct such tax from Contributions in Section 3.01 or Withdrawals and
Terminations in Sections 5.01 and 5.03.
2008ADA Page 22
PART X - GENERAL PROVISIONS
SECTION 10.01 CONTRACT
This Contract constitutes the entire contract between the parties and will
govern with respect the rights and obligations of AXA Equitable.
This Contract may not be modified, nor may any of AXA Equitable's rights or
requirements be waived, except in writing and by an authorized officer of AXA
Equitable. In addition to the rights of change reserved by AXA Equitable as
provided in this Contract, the Contract may be changed by AXA Equitable and the
Owner by amendment or replacement without the consent of any other person
provided that such change does not reduce any Annuity Benefit provided before
such change and provided that no rights, privileges, or benefits under the
Contract with respect to Contributions made hereunder prior to the effective
date of such change may be adversely affected by an amendment to the Contract
without the consent of the Participant.
SECTION 10.02 STATUTORY COMPLIANCE
AXA Equitable reserves the right to amend this Contract without the consent of
any other person in order to comply with applicable laws and regulations. Such
right will include, but not be limited to, the right to conform the Contract to
reflect changes in state or federal law, in the Code, in Treasury regulations or
published rulings of the Internal Revenue Service, in the Employee Retirement
Income Security Act of 1974, as amended, and in Department of Labor regulations.
The benefits and values available under this Contract will not be less than the
minimum benefits required by any applicable state law.
SECTION 10.03 DEFERMENT
Payments by AXA Equitable pursuant to the terms of Part V will be made within
seven days after the Transaction Date. However, payments or applications of
proceeds from a Separate Account can be deferred for any period during which (1)
the New York Stock Exchange is closed or trading is restricted, (2) sales of
securities or determination of the fair value of the Account's assets is not
reasonably practicable because of an emergency, or (3) the Securities and
Exchange Commission, by order, permits AXA Equitable to defer payment in order
to protect persons with interests in the Separate Account.
SECTION 10.04 ASSIGNMENTS, NONTRANSFERABILITY
Neither the Contract Holder nor AXA Equitable may assign its rights or
obligations hereunder without the other party's prior written consent, except
that an assignment by AXA Equitable to a corporation in which it has a direct or
indirect ownership interest shall not require such consent provided that AXA
Equitable remains liable for the failure of that corporation to perform its
obligations under this Contract.
Subject to the requirements of applicable law, no amount payable to a
Participant or beneficiary under the Contract may be assigned, commuted or
encumbered by the payee and no such amount will in any way be subject to any
claim against such payee. Such prohibition will not apply to any assignment,
transfer or attachment pursuant to a qualified domestic relations order, as
defined in Section 414(p) of the Code if such qualified domestic relations order
is applicable as determined by the Owner, or the person (such as the plan
administrator) designated, if any, in the Plan to make such determination.
2008ADA Page 23
SECTION 10.05 CONTRACT HOLDER'S RESPONSIBILITY
The sole responsibility of the Contract Holder is to serve as party to the
Contract. The Contract Holder will have no responsibility for the administration
of the Plan or for Contributions or any payments or other distributions
hereunder. If the Contract Holder is the trustee of a trust established pursuant
to a trust agreement between AXA Equitable and the said trustee, AXA Equitable
will deal with the Contract Holder in accordance with the terms and conditions
of the trust agreement pursuant to which the Contract Holder agreed to act as
such and in such manner as the Contract Holder and AXA Equitable agree, without
the consent of any other person.
SECTION 10.06 EMPLOYER PLAN STATUS
A "qualified plan" is a plan or agreement that meets the requirements for
qualification under Section 401(a) of the Code. The Employer is to provide
evidence satisfactory to AXA Equitable that the Employer Plan is a qualified
plan and, if at any time the Employer Plan is no longer a qualified plan, the
Employer is to give AXA Equitable prompt written notice thereof.
If (a) within one year after the Contract Date, or such longer period as may be
agreed upon in writing between the Employer and AXA Equitable, the Employer does
not provide such evidence, or (b) the Employer gives notice that the Employer
Plan is no longer a qualified plan, then upon at least thirty days advance
written notice to the Employer, AXA Equitable may:
(i) prohibit further Contributions under this Contract with respect to
the Employer Plan, and
(ii) withdraw from the Investment Options the amounts therein with respect
to the Employer Plan and make the payment described in subsection (c)
of Section 5.03.
SECTION 10.07 MANNER OF PAYMENT
AXA Equitable will pay all amounts payable under this Contract by check or, if
so agreed upon by the Owner and AXA Equitable, by wire transfer or any other
method acceptable to AXA Equitable and the Owner. All amounts payable by the
Owner will be paid by check payable to AXA Equitable or by any other method
acceptable to AXA Equitable.
2008ADA Page 24
APPENDIX A
TABLE OF GUARANTEED ANNUITY PAYMENTS -
[Amount of Annuity Benefit payable monthly on the fixed dollar Life Annuity form
provided by an application of $1,000.
Age Amount
--- ------
55 $3.50
60 3.80
65 4.20
70 4.73
The amount of income provided under an Annuity Benefit payable on the Life
Annuity form is based on 2.50% interest and the 1983 Individual Annuity
Mortality Table "a" projected with Scale G, adjusted to a unisex basis,
reflecting a 20% - 80% split of males and females at pivotal age 55.
Amounts required for ages not shown in the Table or for other annuity forms will
be calculated by AXA Equitable on the same actuarial basis, except that rates
for ages over 85 will equal the rates for age 85.]
2008ADA Page 25
