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[ AXA EQUITABLE LOGO ]
January 12, 2011
Christopher M. Condron
c/o AXA Equitable Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Dear Kip,
Congratulations on your retirement. This letter confirms that, in light of your
distinguished service, we have decided to provide you with the following
benefits:
o Complimentary use of an office located at, or near, the executive offices
of the company and the services of your assistant (or her successor) for
your lifetime, beginning on January 1, 2012.
o Continued access to a car and driver in each of the calendar years 2011,
2012 and 2013 on the same terms that were available to you during your
employment.
o Ayco financial planning and tax preparation services in each of the
calendar years 2011, 2012 and 2013 on the same terms that were available
to you during the term of your employment.
o Continued excess liability coverage in each of the calendar years 2011,
2012 and 2013 on the same terms as were available to you during the term
of your employment.
o A lump sum payment in 2011 of $100,000 which is intended to cover amounts
you spent in 2010 for professional services related to a potential
post-retirement consulting agreement with the company (as well as taxes
related to the payment), but may be used for any purpose.
TAXES
The company will provide you with a full tax gross-up due to any imputed income
from the Ayco services and excess liability coverage provided to you. You will
be responsible for the payment of taxes on any imputed income resulting from the
usage of the office and assistant and the car and driver, except that you will
receive a tax gross-up payment for any imputed income related to the office and
assistant for calendar year 2012. The tax gross-up payments will be made by
January 31 of the calendar year following the calendar year in which the
services and coverage are provided.
For purposes of determining the amount of the tax gross-up payment for each
applicable year, you will be deemed to pay: (i) federal income taxes on the
imputed income from
the Ayco services and excess liability coverage (together with any taxes on the
tax gross-up payment) at the highest applicable marginal rate of federal income
tax for the calendar year for which the applicable tax gross-up payment is to be
made and (ii) any applicable state and local income taxes on the imputed income
from the Ayco services and excess liability coverage (together with any taxes on
the tax gross-up payment) at the highest applicable marginal rate of tax for the
calendar year for which the tax gross-up payment is to be made. In addition, the
tax gross-up payment for each applicable year shall include any FICA taxes
imposed on the imputed income from the Ayco services and excess liability
coverage (together with any taxes on the tax gross-up payment) for the calendar
year for which the tax gross-up payment is to be made.
For purposes of Internal Revenue Code Section 409A, each of the car and driver,
Ayco services and excess liability coverage benefits provided to you in each
calendar year will be deemed to be a "separate payment." In addition, the right
to any of the benefits provided in this letter shall not be subject to
liquidation or exchange for another benefit and the amount of the benefits
provided to you during any calendar year shall not affect the amount of the
benefits provided to you in any other calendar year.
2010 BONUS
You will be eligible to receive a bonus for the year ending December 31, 2010
under the 2010 Senior Officer Short-Term Incentive Compensation Plan in
accordance with normal procedures. This bonus will be paid to you no later than
February 17, 2011 and, in the unlikely event of your death prior thereto, will
be payable to your heirs no later than February 17, 2011.
OTHER BENEFITS
In addition to the above, you will receive the benefits that are due to you upon
retirement under the company's benefits plans. For example, you will receive
retiree medical coverage and continued life insurance coverage under the AXA
Equitable Retiree Health Plan and the AXA Equitable Executive Survivor Benefits
Plan in accordance with the terms of those plans as amended from time to time.
You will also receive continued full corporate indemnification to the maximum
extent permitted under the company's charter and by-laws and applicable law and
continued D&O coverage with full post-termination/post-board service tail
coverage pursuant to the terms of the applicable D&O policy.
This letter supercedes any prior written or oral agreements with respect to your
post-retirement benefits. Please let me know if you have any questions or
require further explanation. Please also keep in mind that the company's
obligations to provide the use of the office, the services of your assistant,
the car and driver, the Ayco services and the excess liability coverage are
conditioned on the understanding that you will act in a manner consistent with
your employment agreement and the company's best interests and reputation.
Sincerely,
/s/ Henri de Castries
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Henri de Castries
Chairman of the Board,
AXA Financial, Inc.
Director, AXA Equitable
Life Insurance Company
ACCEPTED AND AGREED TO:
/s/ Christopher M. Condron
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Christopher M. Condron
January 18, 2011
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