Xxxxxxxxxxx X. Xxxxxxx
President and Chief Executive Officer
AXA Financial, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
September 27, 2004
Xx. Xxxxxxx X. Xxxxx
RE: ADDITIONAL BENEFITS
Dear Xxxx:
This letter sets forth our agreement concerning the terms of your
enhanced air travel and executive survivor benefits.
During your Employment Term, as defined in your Amended and Restated
Employment Agreement (the "Agreement") dated September 27, 2004 with AXA
Financial, Inc. and AXA Equitable Life Insurance Company, you will be entitled
to use at the company's expense a private aircraft for personal travel up to a
limit of 50 hours in each calendar year (prorated at the rate of 4.16 hours per
whole or partial month in the year of termination of your employment) with such
aircraft to be provided by the company by any commercially reasonable method, as
determined by the Chief Executive Officer of AXA Financial, Inc., as long as
such methods are available to the company. The company will provide you with a
full tax gross-up with respect to any imputed income from this benefit.
Unless your employment is terminated by the company for reasons defined
in Section 8(a) of the Agreement, the executive survivor benefit payable in the
event of your death under the Company's Executive Survivor Benefit Plan, as it
may be amended from time to time (the "Plan"), shall be supplemented as provided
in this letter. The amount of such supplemental executive survivor benefit shall
be the excess, if any, of (i) the benefits that would be payable under the Plan,
determined on the basis of compensation equal to $5,700,000 over (ii) the
benefits that would otherwise be payable under the Plan. Any supplemental
executive survivor benefit that the company may be obligated to pay under the
terms of this letter (i) shall be paid at the time or times the benefits under
the Plan would otherwise be paid in accordance with the terms of the Plan and
any elections under
the Plan in effect as of the date of your death and (ii) shall be payable solely
from the company's general assets as payments become due. The company's
obligation to make any supplemental executive survivor benefit payment shall be
merely that of an unfunded and unsecured promise of the company to pay money in
the future.
The supplemental executive survivor benefit provided under this letter is
intended to be primarily for the purpose of providing benefits for a select
group of management or highly compensated employees, as that phrase is used
under Section 2520.104.24 of the U.S. Department of Labor Regulations.
Please confirm that this letter accurately describes our mutual agreement
with respect to these enhanced benefits by signing as provided below and
returning the original to me.
Very truly yours,
/s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Acknowledged, Accepted and Agreed
to this 27 day of September, 2004
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
