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 of AXA Financial’s subsidiaries. The extent to which 2010-2011 cumulative two-year targets measuring the performance of AXA and 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 opening price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. ~~dollars~~do llars using the Euro to U.S. dollar exchange rate on March 31, 2012 and 2013, respectively. Participants may elect to receive cash, AXA ordinary shares, or a combination thereof, in settlement of performance units earned, however, settlement is limited to 50% or reduced to 0% if AXA pays a dividend only in one of the two years during the cumulative two-year performance period or does not pay any dividends, respectively. In the second quarter and first ~~quarter~~half of 2010, the expense associated with the March 19, 2010 grant of performance units was approximately ~~$11.5~~$(1.3) million and $10.2 million.

On July 1, 2010, AllianceBernstein established the 2010 Long Term Incentive Plan ("2010 Plan") under which various types of Holding Unit-based awards may be granted to its employees and independent directors, including restricted and phantom Holding Unit awards, Holding Unit appreciation rights, and options to purchase Holding Units. The 2010 Plan expires on June 30, 2020 and replaced a similar plan that expired July 26, 2010. Awards made under the 2010 Plan are limited to 30.0 million newly-issued Holding Units, however, an additional 30.0 million Holding Units may be awarded if reacquired either on the open market or through private purchases.

In March 2010, AllianceBernstein announced its intention to engage in open-market purchases of up to 3.0 million Holding Units to help fund its anticipated obligations under Holding Unit-based incentive compensation awards . As of June 30, 2010, AllianceBernstein purchased 3.0 million Holding Units for $86.1 million and intends to make additional open-market purchases for this purpose during the second half of 2010. Approximately 1.4 million restricted Holding Units were granted during the first six months of 2010, funded by combination of 0.4 million newly-issued Holding Units and 1.0 million unallocated Holding Units held by AllianceBernstein in a consolidated rabbi trust and available for such purpose.

10)	INCOME TAXES

Income taxes for the interim ~~period~~periods ended ~~March 31,~~June 30, 2010 and June 30, 2009 have been computed using an estimated annual effective tax rate. This rate is revised, if necessary, at the end of each successive interim period to reflect the current estimate of the annual effective tax rate. The tax ~~benefit~~expense for the period ended ~~March 31,~~June 30, 2010 reflected a benefit in the amount of $148.4 million primarily related to the release of state deferred taxes due to the conversion of ACMC, Inc. from a corporation to a limited liability company.

Income taxes for the interim period ended March 31, 2009 were computed using a discrete effective tax rate method. The use of the discrete method was more appropriate than the annual effective tax rate method for this period. The estimated annual effective tax rate was not considered reliable due to its sensitivity to minimal changes to forecasted annual pre-tax earnings. Under the discrete method, AXA Financial Group determined the tax expense based upon actual results as if the interim period were an annual period. The tax benefit for In addition, the period ended ~~March 31,~~June 30, 2009 ~~was greater than~~reflected a benefit in the ~~expected~~amount of $15.1 million for the release of tax ~~benefit primarily due~~audit reserves held by the Investment Management segment.

AXA Financial has appealed an issue related to the ~~Separate Account dividends received deduction.~~IRS' audit of tax years 2002 and 2003 to the Appeals Office of the IRS. The appeal is likely to be settled in the next twelve months, reducing unrecognized tax benefits. While the impact of a settlement on unrecognized tax benefits cannot yet be determined, the estimated reduction in the amount of unrecognized tax benefits for 1999-2003 is approximately $50 million.

11)	LITIGATION

There have been no new material legal proceedings and no material developments in specific litigations previously reported in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2009.

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 in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2009, and believes that the ultimate resolution of the litigation described therein involving AXA Financial and/or its subsidiaries should not have a material adverse effect on the consolidated financial position of AXA Financial Group. Management cannot make an estimate of loss, if any, or predict whether or not any of the litigations described in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2009 will have a material adverse effect on AXA Financial Group’s ~~consolidat ed~~consolidated results of operations in any particular ~~period.~~perio d.

In addition to the matters described in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2009, a number of lawsuits have been filed against life and health insurers in the jurisdictions in which AXA Equitable, MONY Life, and their 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, AXA Life, MONY Life, MLOA and USFL, like other life and health insurers, from time to time are ~~involved~~invol ved in such litigations. Some of these actions and proceedings filed against AXA Financial 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 AXA Financial Group’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.

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12)	~~BUSINESS~~ SEGMENT INFORMATION

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(In Millions)
Segment revenues:
Financial Advisory/Insurance	$	5,970.6		$	(2,534.8	)	$	7,773.9		$	(835.2	)
Investment Management (1)		690.4			729.2			1,420.0			1,330.4
Consolidation/elimination		(6.7	)		(7.9	)		(12.4	)		(14.4	)
Total Revenues	$	6,654.3		$	(1,813.5	)	$	9,181.5		$	480.8

(1) Net of interest expense incurred on securities borrowed.

Three Months Ended
March 31,
2010 2009
(In Millions)
Segment revenues:
Financial Advisory/Insurance $ 1,803.3 $ 1,699.6
Investment Management (1)
729.6 601.2
Consolidation/elimination (5.7 ) (6.5 )
Total Revenues $ 2,527.2 $ 2,294.3

~~(1)~~ ~~Net of interest expense incurred on securities borrowed.~~

Segment earnings (loss) from continuing operations before
income taxes:
Financial Advisory/Insurance $ 154.0 $ (100.5 )
Investment Management 113.2 11.1
Consolidation/elimination 2.0 -
Total Earnings (Loss) from Continuing Operations
before Income Taxes $ 269.2 $ (89.4 )

Segment earnings (loss) from continuing
operations before income taxes:
Financial Advisory/Insurance	$	2,559.4	$	(3,291.9	)	$	2,713.4	$	(3,392.4	)
Investment Management		78.1		114.9			191.3		126.0
Consolidation/elimination		1.0		1.1			3.0		1.1
Total Earnings (Loss) from Continuing
Operations before Income Taxes	$	2,638.5	$	(3,175.9	)	$	2,907.7	$	(3,265.3	)


	March 31,				December 31,
	2010				2009				June 30,				December 31,
	(In Millions)								2010				2009
									(In Millions)
Segment assets:
Financial Advisory/Insurance		$	163,513.0			$	159,818.1			$	161,400.5			$	159,818.1
Investment Management			12,293.6				12,026.1				11,878.7				12,026.1
Consolidation/elimination			(51.0	)			(19.3	)			(32.7	)			(19.3	)
Total Assets		$	175,755.6			$	171,824.9			$	173,246.5			$	171,824.9

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13)	COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) follow:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
	(In Millions)

Net earnings (loss)	$	1,748.4		$	(1,996.7	)	$	2,095.2		$	(2,031.0	)

Other comprehensive income, net of income taxes:
Change in unrealized gains,
net of reclassification adjustment		380.2			1,070.2			563.8			723.9
Changes in defined benefit plan related items
not yet recognized in periodic benefit cost,
net of reclassification adjustment		(10.1	)		(29.3	)		(30.8	)		(31.4	)
Total other comprehensive income, net of income taxes		370.1			1,040.9			533.0			692.5
Comprehensive income (loss)		2,118.5			(955.8	)		2,628.2			(1,338.5	)
Comprehensive loss (income) attributable
to noncontrolling interest		1.4			(97.0	)		(60.7	)		(77.7	)
Comprehensive Income (Loss)
Attributable to AXA Financial, Inc.	$	2,119.9		$	(1,052.8	)	$	2,567.5		$	(1,416.2	)

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations for AXA Financial Group that follows should be read in conjunction with the Consolidated Financial Statements and the related Notes to Consolidated Financial Statements included elsewhere herein, with the information provided under “Forward-looking Statements” ~~included elsewhere herein~~that follows and with the management narrative found in the Management’s Discussion and Analysis (“MD&A”) in Part II, Item 7 and “Risk Factors” in Part I, Item 1A included in AXA Financial, ~~Group’s~~Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 (“2009 Form 10-K”).

FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs ~~co ncerning~~concerning future developments and their potential ~~effects~~effe cts upon AXA Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting AXA Financial, Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) disruption in the financial markets and general economic conditions, particularly in light of the recent financial crisis; (ii) equity market declines and volatility causing, among other things, a reduction in the demand for our subsidiaries products, a reduction in the revenue derived by our subsidiaries from asset-based fees, a reduction in the value of securities held for investment, including the investment in ~~AllianceBernst ein,~~AllianceBernstein, an acceleration in DAC and VOBA amortization and an increase in the liabilities related to annuity contracts offering enhanced guarantee features, ~~and~~which may lead to changes in the fair value of our GMIB reinsurance contracts, causing our earnings to be volatile; (iii) changes in interest rates causing, among other things, a reduction in our portfolio earnings, a reduction in the margins on interest sensitive annuity and life insurance contracts and an increase in the reserve requirements for such products, and a reduction in the demand for the types of products offered by our subsidiaries; (iv) ineffectiveness of our reinsurance and hedging programs to protect against the full extent of the exposure or loss we seek to mitigate; (v) changes to statutory reserves and/or risk based capital requirements; (vi) AXA Financial, Inc.’s reliance on AXA for most of its liquidity and capital needs; (vii) AXA Financial, Inc.’s primary reliance, as a holding company, on dividends or distributions from its~~&# 160;~~subsidiaries and the applicable regulatory ~~restrictions~~rest rictions on the ability of the subsidiaries to pay such dividends or distributions; (viii) liquidity of certain investments; (ix) investment losses and defaults, and changes to investment valuations; (x) changes in assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill; (xi) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions used in pricing products, establishing liabilities and reserves or for other purposes; (xii) counterparty non-performance; (xiii) changes in our insurance companies’ claims-paying or credit ratings; (xiv) adverse determinations in litigation or regulatory matters; (xv) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (xvi) changes in tax law; (xvii) heightened competition, including with respect ~~t o~~to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xviii) changes in statutory reserve requirements; (xix) changes in accounting standards, practices and/or policies; (xx) the effects of business disruption or economic contraction due to terrorism, other hostilities, pandemics, or natural or man-made catastrophes; (xxi) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (xxii) the perception of our brand and reputation in the marketplace; (xxiii) the ~~unknown~~ impact on our subsidiaries’ businesses resulting from changes in the demographics of their client base, as baby-boomers move from the asset-accumulation to the asset-distribution stage of life; (xxiv) the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from ~~acqu isitions;~~acquisitions; (xxv) significant changes in securities market valuations affecting fee income, poor investment performance resulting in a loss of clients or other factors affecting the performance of AllianceBernstein; and (xxvi) other risks and uncertainties described from time to time in AXA Financial, Inc.’s filings with the SEC.

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AXA Financial, Inc. does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in AXA Financial, Inc.’s ~~Annual Report on~~2009 Form 10-K ~~for the year ended December 31, 2009~~ for discussion of certain risks relating to its businesses.

OVERVIEW

~~Introduction~~Organization

AXA Financial Group is a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management products and services. Through its insurance company subsidiaries, AXA Financial Group is among the oldest and largest life insurance organizations in the United States. It is also a leading asset manager, with total assets under management of approximately ~~$590.88~~$549.15 billion at ~~March 31,~~June 30, 2010, of which approximately ~~$501.31~~$457.70 billion were managed by AllianceBernstein. ~~Through its insurance company subsidiaries, AXA Financial Group is also among the oldest and largest life insurance organizations in the United States.~~ AXA Financial is a wholly owned subsidiary of AXA S.A. (“AXA”), a French holding company for an international group of insurance and related financial services companies.

AXA Financial Group conducts operations in two business segments, the Financial Advisory/Insurance segment and the Investment Management segment. The financial advisory and insurance business conducted by AXA Equitable, AXA Advisors, AXA Network, AXA Distributors and their subsidiaries and the MONY Companies is reported in the Financial Advisory/Insurance segment. The Financial Advisory/Insurance segment offers a variety of traditional, variable and interest-sensitive life insurance products, variable and fixed-interest annuity products, mutual funds and other investment products and asset management, financial planning and other services principally to individuals, small and medium-size businesses and professional and trade associations. The Investment Management segment is principally comprised of the ~~investm ent~~investment management business of AllianceBernstein, a ~~leading~~leadi ng global investment management firm. AllianceBernstein earns revenues primarily by charging fees for managing the investment assets of, and providing research to, its clients.

Market Environment and Sales

AXA Financial Group’s business and consolidated results of operations, cash flows and financial condition are affected by conditions in the financial markets and the economy generally. In the aftermath of the recent financial crisis and the ongoing uncertain conditions in the economy, the market for annuity and life insurance products of the types issued by the Insurance Group is dynamic. Among other things, the features and pricing of various insurance products continue to change and some insurance companies have eliminated or limited the sales of certain annuity and life insurance products or features. Changes to certain of the Insurance Group’s insurance product features, which were made primarily in 2009, including, e.g., guarantee features, pricing and/or Separate Account investment options, have ~~made some~~impacted the sales of ~~the~~certain annuity and life insurance products offered by the Insurance Group ~~less competitive in the marketplace. This, in turn, adversely affected sales in first quarter 2010,~~ particularly in the wholesale channel, and may continue to adversely affect overall sales of the Insurance Group’s annuity and life insurance products. The Insurance Group continues to review and modify its existing product offerings and has introduced new products with a view towards increasing the diversification in its product portfolio and driving profitable growth while managing risk.

As conditions in the insurance products marketplace, capital markets and economy continue to evolve, the Insurance Group may need to make further adjustments to its product offerings.

CRITICAL ACCOUNTING ESTIMATES

Application of Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the application of accounting policies that often involve a significant degree of judgment. Management, on an ongoing basis, reviews estimates and assumptions used in the preparation of the consolidated financial statements. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, the consolidated results of operations and financial position as reported in the Consolidated Financial Statements could change significantly.

Management believes the accounting policies relating to the following areas are most dependent on the application of estimates and assumptions:

·	Insurance Reserves and Policyholder Benefits

·	DAC and VOBA

·	Goodwill and Other Intangible Assets

·	Pension and Other Postretirement Benefit Plans

·	Investments – Impairments and Fair Value Measurements

·	Income Taxes

Insurance Reserves and Policyholder Benefits

Participating Traditional Life Insurance Policies

For participating traditional life policies substantially all of which are in the Closed Blocks, future policy benefit liabilities are calculated using a net level premium method accrued as a level proportion of the premium paid by the policyholder. The net level premium method reflects actuarial assumptions equal to guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of the annual dividends earned. Terminal dividends are accrued in proportion to gross margins over the life of the contract. Gains and losses related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative ~~earnings~~earnin gs over expected cumulative earnings as determined at the time of demutualization. If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Non-participating Traditional Life Policies

The future policy benefit reserves for non-participating traditional life insurance policies relate primarily to non-participating term life products and are calculated using a net level premium method equal to the present value of expected future benefits plus the present value of future maintenance expenses less the present value of future net premiums. The expected future benefits and expenses are determined using assumptions on the basis of actuarial assumptions as to mortality, persistency and interest established at policy issue. Reserve assumptions established at policy issue reflect best estimate assumptions based on the Insurance Group’s experience that, together with interest and expense assumptions, includes a margin for adverse deviation. After the reserves are initially ~~est ablished,~~established, premium deficiency tests are performed using best ~~estimate~~estima te assumptions as of the testing date without provisions for adverse deviation. When the liabilities for future policy benefits plus the present value of expected future gross premiums for a product are insufficient to provide for expected future policy benefits and expenses for that product (i.e., reserves net of any DAC asset), DAC and ~~the value of business acquired ("VOBA")~~VOBA are written off and thereafter, if required, a premium deficiency reserve is established by a charge to earnings. Best estimate assumptions are determined by product group. Mortality assumptions are reviewed annually and are generally based on the Insurance Group’s historical experience or standard industry tables, as applicable; expense assumptions are based on current levels of maintenance costs, adjusted for the effects of inflation; and interest rate assumptions are based on current and expected net investment returns.

Universal Life and Investment-type Contracts

Policyholders’ account balances for universal life and investment-type contracts represent an accumulation of gross premium payments plus credited interest less expense and mortality charges and withdrawals.

The Insurance Group issues certain variable annuity products with GMDB, GMIB and GWBL features. The GMDB feature provides that in the event of an insured’s death, the beneficiary will receive the higher of the current contract account balance or another amount defined in the contract. The GMIB feature which, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates applied to a guaranteed minimum income benefit base.

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Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial assumptions related to projected benefits and related contract charges generally over the lives of the contracts using assumptions consistent with those used in estimating gross profits for purposes of amortizing DAC and VOBA. The determination of this estimated liability is based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender and withdrawal rates, mortality experience, and, for contracts with the GMIB feature, GMIB election rates. Assumptions related to contractholder behavior and mortality are updated when a material change in behavior or mortality experience is observed in an interim period.

GWBL features are accounted for as embedded derivatives, with fair values calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature. The determination of the fair value for the GWBL features is based upon models involving numerous estimates and subjective judgments.

Sensitivity of Future Rate of Return Assumptions on GMDB/GMIB Reserves

The future rate of return assumptions used in establishing reserves for GMDB and GMIB features regarding Separate Account performance used for purposes of this calculation are set using a long-term view of expected average market returns by applying a reversion to the mean approach, consistent with that used for DAC and VOBA amortization. For additional information regarding the future expected rate of return assumptions and the reversion to the mean approach, see, “—DAC and VOBA”.

The GMDB/GMIB reserve balance before reinsurance ceded was ~~$2.8~~$3.41 billion at ~~March 31,~~June 30, 2010. The following table provides the sensitivity of the reserves for GMDB and GMIB features related to variable annuity policies relative to the future rate of return assumptions by quantifying the adjustments to these reserves that would be required assuming both a 100 basis point (“BP”) increase and decrease in the future rate of return. This sensitivity considers only the direct effect of changes in the future rate of return on operating results due to the change in the reserve balance and not changes in any other assumptions such as persistency, mortality, or expenses included in the evaluation of the reserves, or any changes on DAC or other balances including hedging derivatives and the GMIB reinsurance asset.

GMDB/GMIB Reserves

Sensitivity - - Rate of Return

~~March 31,~~June 30, 2010

(In Millions)

	Increase/(Reduction) in GMDB/GMIB Reserves		Increase/(Reduction) in GMDB/GMIB Reserves
100 BP decrease in future rate of return	$	418	$	509
100 BP increase in future rate of return		(412)		(500)

Traditional Annuities

The reserves for future policy benefits for annuities include group pension, payout and ~~Wind ups annuities,~~Wind-up Annuities, and during the accumulation period are equal to accumulated contractholders’ fund balances and, after annuitization, are equal to the present value of expected future payments based on assumptions as to mortality, retirement, maintenance expense, and interest rates. Interest rates used in establishing such liabilities ~~reflect current rates at the time contracts were issued, which~~ range from 2.25% to 9.98%. Premium deficiency testing is performed by product group using best estimate assumptions. If reserves determined based on these assumptions are greater than the existing reserves, the existing reserves are adjusted to the greater amount.

Reinsurance

For reinsurance contracts other than those covering GMIB exposure, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities. GMIB reinsurance contracts are used to cede non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Under U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB, on the other hand, are calculated under U.S. GAAP on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts, therefore, will not immediately reflect the offsetting impact on future claims exposure resulting from the ~~s ame~~same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts.

Health

Individual health benefit liabilities for active lives are estimated using the net level premium method and assumptions as to future morbidity, withdrawals and interest. Benefit liabilities for disabled lives are estimated using the present value of benefits method and experience assumptions as to claim terminations, expenses and interest.

DAC and VOBA

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, including commissions, underwriting, agency and policy issue expenses, are deferred. Depending on the type of contract, DAC is amortized over the expected total life of the contract group, based on AXA Financial Group’s estimates of the level and timing of gross margins, gross profits or assessments, or anticipated premiums. In calculating DAC amortization we are required to make assumptions about investment results including hedging costs, Separate Account performance, Separate Account fees, mortality and expense margins, lapse rates and anticipated surrender charges that impact the estimates of the level and timing of estimated gross profits or assessments, margins and anticipated future experience. VOBA, which arose from the acquisition of MONY, was ~~established~~estab lished in accordance with purchase accounting guidance for business combinations. VOBA is the actuarially determined present value of estimated future gross profits from insurance contracts in force at the date of the acquisition. DAC and VOBA are amortized over the expected life of the contracts (over periods up to 40 years from date of issue) according to the type of contract using the methods described below as applicable. DAC and VOBA are subject to loss recognition testing at the end of each accounting period.

Participating Traditional Life Policies

For participating traditional life policies (substantially all of which are in the Closed Block), DAC and VOBA are amortized over the expected total life of the contract group as a constant percentage based on the present value of the estimated gross margin amounts expected to be realized over the life of the contracts using the expected investment yield.

At ~~March 31,~~June 30, 2010, the average rate of assumed investment yields, excluding policy loans, for AXA Equitable was 6.00% grading to 5.5% over 10 years and for MONY Life was 5.0%. Estimated gross margins include anticipated premiums and investment results less claims and administrative expenses, changes in the net level premium reserve and expected annual policyholder dividends. The effect on the accumulated amortization of DAC and VOBA of revisions to estimated gross margins is reflected in earnings in the period such estimated gross margins are revised. The effect on the DAC and VOBA assets that would result from realization of unrealized gains (losses) is recognized with an offset to accumulated comprehensive income in consolidated equity as of the balance sheet date. Many of the factors that affect gross margins are included in the determination of AXA ~~Financial~~Finan cial Group’s dividends to these policyholders. DAC and VOBA adjustments related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization.

Non-participating Traditional Life Insurance Policies

DAC and VOBA associated with non-participating traditional life policies are amortized in proportion to anticipated premiums. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. Deviations from estimated experience are reflected in earnings in the period such deviations occur. For these contracts, the amortization periods generally are for the total life of the policy. DAC and VOBA related to these policies are subject to recoverability testing as part of AXA Financial Group’s premium deficiency testing. If a premium deficiency exists, DAC and VOBA isare reduced by the amount of the deficiency or to zero through a charge to current period earnings. If the ~~de ficiency~~deficiency exceeds the DAC balance, the reserve for future policy benefits is ~~increased~~incr eased by the excess, reflected in earnings in the period such deficiency occurs.

Universal Life and Investment-type Contracts

DAC and VOBA associated with variable and universal life policies and variable and fixed annuity contracts are amortized over the expected total life of the contract group as a constant percentage of estimated gross profits or based upon estimated assessments.

The calculation of gross profits considers investment results including hedging costs, Separate Account fees, mortality and expense margins, contract persistency and surrender charges based on historical and anticipated future experience. When estimated gross profits are expected to be negative for multiple years of a contract’s total life, DAC and VOBA are amortized using the present value of estimated assessments.

Quarterly adjustments to the DAC and VOBA ~~balance~~balances are made for current period experience and market performance related adjustments, and the impact of reviews of estimated total gross profits. The quarterly adjustments for current period experience reflect the impact of differences between actual and previously estimated expected gross profits for a given period. Total estimated gross profits include both actual experience and estimates of gross profits for future periods. To the extent each period’s actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change. In these cases, cumulative adjustment to all previous periods’ costs is recognized. Recoverability testing is also performed at the end of each ~~reporti ng~~reporting period to ensure the DAC and VOBA balance does not exceed the present value of estimated gross profits.

During each accounting period, the DAC and VOBA ~~balance is~~balances are evaluated and adjusted with a corresponding charge or credit to current period earnings for the effects of AXA Financial Group’s actual gross profits and changes in the assumptions regarding estimated future gross profits. A decrease in expected gross profits or assessments would accelerate DAC and VOBA amortization. Conversely, an increase in expected gross profits or assessments would slow DAC and VOBA amortization. The effect on the DAC and VOBA assets that would result from realization of unrealized gains (losses) is recognized with an offset to accumulated comprehensive income in consolidated shareholder’s equity as of the balance sheet date.

For the variable and universal life policies a significant portion of the gross profits is derived from mortality margins and therefore, ~~are~~is significantly influenced by the mortality assumptions used. Mortality assumptions represent the Company’s expected claims experience over the life of these policies and are based on a long-term average of actual company experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC and VOBA amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC and VOBA amortization. Generally, life mortality ~~expe rience~~experience has been improving in recent years. However, changes to the mortality assumptions in future periods could have a significant adverse or favorable effect on the results of operations.

Sensitivity of DAC to Changes in Future Mortality Assumptions

The variable and universal life policies contracts DAC balance was $3.5 billion at ~~March 31,~~June 30, 2010. The following table demonstrates the sensitivity of the DAC balance relative to future mortality assumptions by quantifying the adjustments that would be required, assuming an increase and decrease in the future mortality rate by 1%. This information considers only the direct effect of changes in the mortality assumptions on the DAC balance and not changes in any other assumptions used in the measurement of the DAC balance and does not assume changes in reserves.

DAC Sensitivity - Mortality

~~March 31,~~June 30, 2010

(In Millions)

	Increase/(Reduction) in DAC
Decrease in future mortality by 1%	$	36
Increase in future mortality by 1%		(41)

A significant assumption in the amortization of DAC and VOBA on variable life insurance and variable annuities relates to projected future Separate Account performance. Management sets estimated future gross profit or assessment assumptions related to Separate Account performance using a long-term view of expected average market returns by applying a reversion to the mean approach, a commonly used industry practice. This future return approach influences the fees earned, costs incurred associated with the GMDB and GMIB features related to the variable annuity ~~contracts.~~contracts, as well as other sources of profit. This applies to variable life policies to a lesser degree. Returns that are higher than expectations for a given period produce higher than expected account balances, increase the fees earned and decrease the costs incurred associated ~~wi th~~with the GMDB and GMIB ~~features~~fea tures related to the variable annuity contracts, resulting in higher expected future gross profits and lower DAC amortization for the period. The opposite occurs when returns are lower than expected.

In applying this approach to develop estimates of future returns, it is assumed that the market will return to an average gross long-term return estimate, developed with reference to historical long-term equity market performance and subject to assessment of the reasonableness of resulting estimates of future return assumptions. For purposes of making this reasonableness assessment, management has set limitations as to maximum and minimum future rate of return assumptions, as well as a limitation on the duration of use of these maximum or minimum rates of return. At ~~March 31,~~June 30, 2010, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities is 9.0% (6.9% net of product weighted average Separate Account fees), and the gross maximum and minimum annual rate of return limitations are 15% (12.9% net of ~~product~~prod uct weighted average Separate Account fees) and 0% ~~((2.1)~~(-2.1% net of product weighted average Separate Account fees), respectively. The maximum duration over which these rate limitations may be applied is 5 years. This approach will continue to be applied in future periods. Unless there is a sustained interim deviation, AXA Financial Group’s long-term expected rate of return assumptions generally are not impacted by short-term market fluctuations.

If actual market returns continue at levels that would result in assuming future market returns of 15.0% for more than 5 years in order to reach the average gross long-term return estimate, the application of the 5 year maximum duration limitation would result in an acceleration of DAC and VOBA amortization. Conversely, actual market returns resulting in assumed future market returns of 0.0% for more than 5 years would result in a required deceleration of DAC and VOBA amortization. As of ~~March 31,~~June 30, 2010, current projections of future average gross market returns assume a 0% annualized return for the next ~~five quarters,~~quarter, which is within the maximum and minimum limitations, and assume a reversion to the mean of 9% after ~~eight~~four quarters.

Sensitivity of DAC to Changes in Future Rate of Return Assumptions

The variable annuity contracts DAC balance was ~~$4.9~~$4.5 billion at ~~March 31,~~June 30, 2010. The following table provides an example of the sensitivity of that DAC balance relative to future return assumptions by quantifying the adjustments to the DAC balance that would be required assuming both an increase and decrease in the future rate of return by 1%. This information considers only the effect of changes in the future Separate Account rate of return and not changes in any other assumptions used in the measurement of the DAC balance.

DAC Sensitivity - Rate of Return

~~March 31,~~June 30, 2010

(In Millions)

		Increase/(Reduction) in DAC
Decrease in future rate of return by 1%		$ ~~(51)~~	(42)
Increase in future rate of return by 1%	47		(24)

Goodwill and Other Intangible Assets

AXA Financial tests goodwill for recoverability on an annual basis as of December 31 each year and at interim periods if events occur or circumstances change that would indicate the potential for impairment is more likely than not. The test requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations to its carrying amount, including goodwill. If this comparison results in a shortfall of fair value, the impairment loss would be calculated as the excess of recorded goodwill over its implied fair value, the latter measure requiring application of business combination purchase accounting guidance to determine the fair value of all individual assets and liabilities of the reporting unit. Any impairment loss would reduce the recorded amount of goodwill with a corresponding charge to earnings.

Total goodwill recognized in the consolidated balance sheet of AXA Financial at December 31, 2009 was $4.77 billion, comprised of amounts assigned to its two reporting units: $368.7 million related to the Financial Advisory/Insurance segment, principally arising from the MONY Acquisition, and $4.40 billion related to the Investment Management segment, primarily from the Bernstein Acquisition and purchases of AllianceBernstein Units. At December 31, 2009, these reporting units had fair values that exceeded their carrying amounts and consequently, goodwill was not impaired. At ~~March 31,~~June 30, 2010, the total carrying value of goodwill was $4.77 billion. During the first ~~quarter~~six months of 2010, no events occurred or circumstances changed from year-end 2009 that more likely than not would have reduced the fair values of AXA ~~Fi nancial’s~~Financial’s reporting units below their carrying ~~values.~~valu es.

The remaining useful lives of intangible assets being amortized are evaluated each period to determine whether events and circumstances warrant their revision. All intangible assets are periodically reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any, to be charged to earnings with a corresponding reduction of the carrying value of the intangible asset.

Financial Advisory/Insurance

The fair value of the Financial Advisory/Insurance reporting unit for purpose of goodwill recoverability testing consists of net assets plus expected future earnings from existing in-force and new business. A discounted cash flow valuation technique is applied to amounts projected in management’s current business plan in order to estimate the value of expected future earnings. Key assumptions and judgments used in this valuation approach include long term growth rates, projections of new and renewal business, as well as margins on such business, the level of interest rates, credit spreads, equity market levels, hedge costs, economic capital required to support the mix of business, and the discount rate believed to be appropriate for the risk associated with the reporting unit. Market transactions and metrics, including implied pricing of comparable companies ~~based~~bas ed on book and earnings multiples, are used to corroborate the resulting fair value measure. Significant or prolonged weakness in the financial markets and the economy generally would adversely impact the goodwill impairment testing for the Financial Advisory/Insurance reporting unit. In addition, the future cash flow expectations and other assumptions underlying management’s current business plan could be negatively impacted by other risks to which this reporting unit’s business is subject, including, but not limited to, reduced product margins, increased surrender rates, and severe adverse mortality.

The following presents a summary of other intangible assets as of ~~March 31,~~June 30, 2010 and December 31, 2009 related to the MONY Acquisition:

Intangible Assets Subject to Amortization

(In Millions)

	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
March 31, 2010:
June 30, 2010:
Insurance distribution network	$	26.0	$	(13.2)	$	12.8	$	26.0	$	(14.5)	$	11.5

December 31, 2009
Insurance distribution network	$	26.0	$	(12.6)	$	13.4	$	26.0	$	(12.6)	$	13.4

For second quarter and the first ~~quarter~~six months of 2010 and 2009, respectively, total amortization expense related to these intangible assets was ~~$0.6~~$.6 million, $1.2 million, $.6 million and ~~$0.6 million, respectively.~~$1.2 million. Intangible assets amortization expense is estimated at $2.4 million annually. The insurance distribution network intangible assets related to the MONY Acquisition are amortized on a straight-line basis with an estimated useful life of 10-20 years.

Investment Management

AXA Financial primarily uses a discounted cash flow valuation technique to measure the fair value of its Investment Management reporting unit for purpose of goodwill impairment testing. Cash flow projections are based on AllianceBernstein’s current business plan, which factors in current market conditions and all material events that have impacted, or that management believes at the time could potentially impact, future expected cash flows for the first 4 years and a compounded annual growth rate thereafter. The resulting amount, net of noncontrolling interest, is tax-effected to reflect taxes incurred at the AXA Financial Group level.

Key assumptions and judgments used in the discounted cash flow valuation methodology to estimate the fair value of the Investment Management reporting unit are particularly sensitive to equity market levels, including AllianceBernstein’s assets under management, revenues and profitability. Consequently, to the extent that securities valuations are depressed for prolonged periods, subsequent impairment testing may be based upon different assumptions and future cash flow projections than used at December 31, 2009. In addition, management’s current business plan could be negatively impacted by other risks to which AllianceBernstein’s business is subject, including, but not limited to, retention of investment management contracts, selling and distribution agreements, and existing relationships with clients and various financial intermediaries.

Intangible assets related to the Investment Management segment principally consist of costs assigned to investment management contracts acquired in connection with the Bernstein Acquisition and purchases of AllianceBernstein Units, less accumulated amortization recognized on a straight-line basis over their estimated useful life of approximately 20 years. The gross carrying amount and accumulated amortization of these intangible assets were $841.7 million and ~~$357.9~~$366.9 million, respectively, at ~~March 31,~~June 30, 2010 and $841.7 million and $348.6 million, respectively, at December 31, 2009. Amortization expense related to these AllianceBernstein intangible assets totaled ~~$9.3~~$8.9 million, $18.3 million, $9.5 million and ~~$9.1~~$18.7 million for second quarter and the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, respectively, and estimated amortization expense for each of the next 5 years is expected to be approximately $22.0 million.

Each quarter, AllianceBernstein tests intangible assets for impairment quarterly by comparing their fair value, as determined by applying a present value technique to expected cash flows, to their carrying value. Significant assumptions used to estimate the expected cash flows from the investment management contracts are updated to reflect management’s consideration of current market conditions and expectations made with respect to customer account attrition and asset growth rates. ~~As of March 31,~~At June 30, 2010 and December 31, 2009, AllianceBernstein determined that these intangible assets were not impaired.

Pension and Other Postretirement Benefit Plans

AXA Financial Group (other than AllianceBernstein) sponsors qualified and non-qualified defined benefit plans covering substantially all employees (including certain qualified part-time employees), managers and certain agents. AXA Financial Group also provides certain medical and life insurance benefits (collectively, “postretirement benefits”) for qualifying employees, managers and agents retiring from AXA Financial Group. AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan (“Retirement Plan”) covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AXA Financial Group uses a December 31 measurement date for its pension and postretirement plans.

For second quarter and the first ~~quarter~~six months of 2010, respectively, AXA Financial recognized net periodic cost of ~~$63.2~~$63.1 million and ~~$10.1~~$126.3 million as related to its qualified and non-qualified pension plans and $1.7 million and $3.4 million related to its postretirement benefits ~~plans, respectively.~~plans. Each component of net periodic pension and postretirement benefits cost is based on AXA Financial Group’s best estimate of long-term actuarial and investment return assumptions and consider, as appropriate, an assumed discount rate, an expected rate of return on plan assets, inflation costs, expected increases in compensation levels and trends in health care costs. Of these assumptions, the discount rate and expected rate of return assumptions generally have the most significant impact on the resulting net periodic cost associated with these plans. Actual experience different from ~~that~~tha t assumed ~~general ly~~generally is recognized prospectively over future periods; however, significant variances could result in immediate recognition of net periodic cost or benefit if they exceed certain prescribed thresholds or in conjunction with a reconsideration of the related assumptions.

The discount rate assumptions used by AXA Financial Group to measure its pension and postretirement benefits obligations reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under AXA Financial Group’s pension and postretirement benefits plans are discounted using a published high-quality bond yield curve. A discount rate assumption of 6.00% was used by AXA Financial Group to measure each of these benefits obligations at December 31, 2009 and to estimate 2010 net periodic cost. A 100 BP change in the discount rate assumption would have impacted AXA Financial Group’s ~~first quarter 2010~~ net periodic cost for the first six months of 2010 as shown in the table below; the information provided in the table considers only changes in the ~~as sumed~~assumed discount rate without consideration of ~~possible~~possibl e changes in any other assumptions described above that could ultimately accompany any changes in the assumed discount rate.

Pension and ~~Post-Retirement~~Post- Retirement Net Periodic Cost

Sensitivity – Discount Rate

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2010

(In Millions)

	Increase/(Decrease) in Net Periodic Pension Cost		Increase/(Decrease) in Net Periodic Other Postretirement Cost		Increase/(Decrease) in Net Periodic Pension Cost		Increase/(Decrease) in Net Periodic Other Postretirement Cost
100 BP increase in discount rate	$	(4.9)	$	(0.6)	$	(9.8)	$	(1.2)
100 BP decrease in discount rate		4.8		0.6		9.6		1.2

Guidelines regarding the allocation of plan assets are formalized by the respective Investment Committees established by the funded benefit plans of AXA Equitable and MONY Life 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 10%-15% equity real estate and other investments. Prior to this change, the target asset mix included equity securities, fixed maturities and real estate at 65%, 25% and 10%, respectively. Certain qualified pension plans of AXA Financial Group have developed hedging strategies to lessen downside equity risk. In developing the expected long-term rate of return assumption on plan assets, management ~~consid ered~~considered the historical returns and future expectations for returns ~~for~~fo r each asset category, the target asset allocation of the plan portfolio, and hedging programs executed by the plans. At January 1, 2010, the beginning of the 2010 measurement year, the fair value of AXA Financial Group’s plan assets was $1.67 billion. Given that level of plan assets, as adjusted for expected amounts and timing of contributions and benefits payments, a 100 BP change in the 6.75% expected long-term rate of return assumption would have impacted AXA Financial Group’s ~~first quarter 2010~~ net periodic cost for first six months of 2010 as shown in the table below; the information provided in the table considers only changes in the assumed long-term rate of return without consideration of possible changes in any other assumptions described above that could ultimately accompany any changes in the assumed long-term rate of return.

Net Periodic Pension Cost

Sensitivity – Rate of Return

~~March 31,~~For the Six Months Ended June 30, 2010

(In Millions)

	Increase/(Decrease) in Net Periodic Pension Cost
100 BP increase in expected rate of return	$	~~(4.7)~~(9.4)
100 BP decrease in expected rate of return		~~4.7~~9.4

Note 8 of Notes to ~~the~~ Consolidated Financial Statements, included elsewhere herein, describes the respective funding policies of AXA Financial Group (excluding AllianceBernstein) and of AllianceBernstein to their qualified pension plans, including amounts expected to be contributed for 2010. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions, and assumptions used for actuarial computations of the plans’ obligations and assets.

Investments – Impairments and Valuation Allowances and Fair Value Measurements

AXA Financial Group’s investment portfolio principally consists of public and private fixed maturities, mortgage loans, equity securities, and derivative financial instruments, including swaps, forwards, futures, and option contracts, used to manage various risks relating to its business operations. In applying AXA Financial Group’s accounting policies with respect to these investments, estimates, assumptions, and judgments are required about matters that are inherently uncertain, particularly in the identification and recognition of other-than-temporary impairments (“OTTI”), determination of the valuation allowance for losses on mortgage loans, and measurements of fair value.

Impairments and Valuation Allowances

The assessment of whether OTTIs have occurred is performed quarterly by AXA Financial Group’s Investments Under Surveillance (“IUS”) Committee, with the assistance of its investment advisors, on a security-by-security basis for each available-for-sale fixed maturity and equity security that has experienced a decline in fair value for purpose of evaluating the underlying reasons. The analysis begins with a review of gross unrealized losses by the following categories of securities: (i) all investment grade and below investment grade fixed maturities for which fair value has declined and remained below amortized cost by 20% or more; (ii) below-investment-grade fixed maturities for which fair value has declined and remained below amortized cost for a period greater than 12 months; and (iii) equity securities ~~f or~~for which fair value has declined and remained below cost by 20% or greater or remained below cost for a period of 6 months or greater. Integral to the analysis is an assessment of various indicators of credit deterioration to determine whether the investment security is expected to recover, including, but not limited to, consideration of the duration and severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity, and continued viability of the issuer and, for equity securities only, the intent and ability to hold the investment until recovery, resulting in identification of specific securities for which OTTI is recognized.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting OTTI is recognized in earnings and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates ~~requi re~~require use of management judgment and consider internal credit ~~analyses~~analyse s as well as market observable data relevant to the collectability of the security. For mortgage- and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Mortgage loans also are reviewed quarterly by the IUS Committee for impairment on a loan-by-loan basis, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages also is identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry&# 160;conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on AXA Financial ~~Group~~Group's assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation ~~allowance~~allo wance for mortgage loans can increase or decrease from period to period based on such factors.

Fair Value Measurements

Investments reported at fair value in the consolidated balance sheets of AXA Financial, Inc. include fixed maturity and equity securities classified as available-for-sale, trading securities, and certain other invested assets, such as freestanding derivatives. In addition, reinsurance contracts covering GMIB exposure and the GWBL feature in certain variable annuity products issued by AXA Financial Group are considered embedded derivatives and reported at fair value.

When available, the estimated fair value of securities is based on quoted prices in active markets that are readily and regularly obtainable; these generally are the most liquid holdings and their valuation does not involve management judgment. When quoted prices in active markets are not available, AXA Financial Group estimates fair value based on market standard valuation methodologies, including discounted cash flow methodologies, matrix pricing, or other similar techniques. For securities with reasonable price transparency, the significant inputs to these valuation methodologies either are observable in the market or can be derived principally from or corroborated by observable market data. When the volume or ~~le vel~~level of activity results in little or no price transparency, significant inputs no longer can be supported by reference to market observable data but ~~instead~~i nstead must be based on management’s estimation and judgment. Substantially the same approach is used by AXA Financial Group to measure the fair values of freestanding and embedded derivatives with exception for consideration of the effects of master netting agreements and collateral arrangements as well as incremental value or risk ascribed to changes in own or counterparty credit risk.

As required by the accounting guidance, AXA Financial Group categorizes its assets and liabilities measured at fair value into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique, giving the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For additional information regarding the key estimates and assumptions surrounding the determinations of fair value measurements, see Note 7 to the Consolidated Financial Statements ~~included herein.~~– Fair Value Disclosures.

Income Taxes

Income taxes represent the net amount of income taxes that AXA Financial Group expects to pay to or receive from various taxing jurisdictions in connection with its operations. AXA Financial Group provides for Federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryforward periods under the tax law in the applicable jurisdiction. Valuation allowances are established when ~~manageme nt~~management determines, based on available information, that it is more ~~likely~~lik ely than not that deferred tax assets will not be realized. Management considers all available evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. AXA Financial Group’s accounting for income taxes represents management’s best estimate of the tax consequences of various events and transactions.

Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities and in evaluating AXA Financial Group’s tax positions including evaluating uncertainties under the guidance for Accounting for Uncertainty in Income taxes. Under the guidance, AXA Financial Group determines whether it is more-likely-than-not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.

AXA Financial Group’s tax positions are reviewed quarterly and the balances are adjusted as new information becomes available.

ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements, included elsewhere herein, for a discussion of recently adopted accounting pronouncements, including guidance on consolidation of VIEs and investments held through Separate ~~Accounts. Also see Note 2 to the Consolidated Financial Statements included herein for~~Accounts, and a discussion of recently issued accounting pronouncements.

~~CONSOLIDATED RESULTS OF OPERATIONS~~INTRODUCTION

~~The consolidated earnings narrative that follows discusses the results for first quarter 2010 compared to the comparable 2009 period’s results.~~

~~AXA Financial, Inc. - Consolidated Results of Operations~~

~~(In Millions)~~

Three Months Ended March 31,

2010

2009

Universal life and investment-type product policy fee income $ 774.7 $ 728.8
Premiums 389.6 375.7
Net investment income:
Investment loss from derivative instruments (337.0 ) (26.1 )
Other investment income 784.0 510.1
Total net investment income 447.0 484.0
Investment (losses) gains, net:
Total other-than-temporary impairment losses (44.1 ) (27.5 )
Portion of loss recognized in other comprehensive income 3.2 -
Net impairment losses recognized (40.9 ) (27.5 )
Other investment gains, net 24.4 196.7
Total investment (losses) gains, net (16.5 ) 169.2
Commissions, fees and other income 968.0 838.8
Decrease in fair value of reinsurance contracts (35.6 ) (302.2 )
Total revenues 2,527.2 2,294.3

Policyholders’ benefits 901.8 936.0
Interest credited to policyholders’ account balances 265.4 289.7
Compensation and benefits 618.0 568.8
Commissions 221.2 264.1
Distribution plan payments 58.6 42.4
Amortization of deferred sales commissions 12.1 14.9
Interest expense 94.9 76.6
Amortization of deferred policy acquisition costs and value of business acquired (67.1 ) 118.9
Capitalization of deferred policy acquisition costs (218.6 ) (304.0 )
Rent expense 78.7 75.3
Amortization of other intangible assets 9.9 9.7
Other operating costs and expenses 283.1 291.3
Total benefits and other deductions 2,258.0 2,383.7

Earnings (loss) from continuing operations before income taxes 269.2 (89.4 )
Income tax benefit 77.6 57.0

Earnings (loss) from continuing operations, net of income taxes 346.8 (32.4 )
Loss from discontinued operations, net of income taxes - (1.9 )

Net earnings (loss) 346.8 (34.3 )
Less: net earnings attributable to the noncontrolling interest (59.7 ) (4.8 )

Net Earnings (Loss) Attributable to AXA Financial, Inc. $ 287.1 $ (39.1 )

~~First Quarter 2010 Compared to First Quarter 2009~~

Net earnings attributable to the AXA Financial Group in first quarter 2010 was $287.1 million, a difference of $326.2 million from the $39.1 million of net loss attributable to AXA Financial Group during first quarter 2009.

Net earnings attributable to the noncontrolling interest was $59.7 million in first quarter 2010 as compared to $4.8 million in the 2009 period; the increase was due to higher AllianceBernstein earnings and a higher noncontrolling interest.

~~Total enterprise net earnings of $346.8 million was reported in first quarter 2010, an increase of $436.2 million from the $34.3 million of net loss reported for first quarter 2009.~~

Income tax benefit in first quarter 2010 was $77.6 million compared to the income tax benefit of $57.0 in first quarter 2009. While there was pre-tax income for first quarter 2010 as compared to pre-tax losses in first quarter 2009, there was a tax benefit of $148.4 million in the 2010 quarter primarily due to the release of state deferred taxes held in the Investment Management segment resulting from the conversion of an AXA Equitable subsidiary from a corporation to a limited liability company, ACMC LLC ("ACMC"). As a limited liability company, ACMC's income will be subject to state income taxes at the rate of its sole owner, AXA Equitable; that rate is substantially less than the rate previously applicable to ACMC as a corporation. ACMC's principal asset is its holding of AllianceBernstein Units. There will continue to be a reduction of related taxes in future periods, but to a far lesser degree. Income taxes for the first quarter of 2010 were determined using an estimated annual effective tax rate while the income taxes for the first quarter of 2009 were determined using a discrete method. The tax benefit for first quarter 2009 included a $25.0 million adjustment to the amount of tax benefit recognized in 2008 for the Separate Accounts dividends received deduction.

Earnings from continuing operations before income taxes were $269.2 million for first quarter 2010, an increase of $358.6 million from the $89.4 million in pre-tax loss reported for the year earlier quarter. The Financial Advisory/Insurance segment’s earnings from continuing operations of $154.0 million in first quarter 2010, $254.5 million higher than first quarter 2009’s loss of $100.5 million, was primarily due to a smaller decrease in the fair value of reinsurance contracts, lower DAC amortization, higher policy fees and commissions, fees and other income. The Investment Management segment’s earnings from continuing operations were $113.2 million in first quarter 2010, $102.1 million higher than in first quarter 2009, principally due to higher investment advisory and services fees partial ly offset by higher compensation and benefits at AllianceBernstein in the 2010 quarter.

In recent years, variable annuity products with GMDB, GMIB and GWBL features (the “VA Guarantee Features”) have been the predominant products issued by AXA Equitable. These products account for over half of AXA Equitable’s Separate Accounts assets and have been a significant driver of its results. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, the Insurance Group has in place various hedging and reinsurance programs that are designed to mitigate the impact of movements in the equity markets and interest rates. Due to the accounting treatment under U.S. GAAP, certain of these hedging and reinsurance programs contribute to earnings volatility. These programs generally include, among others, the following:

GMIB reinsurance contracts. GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Under U.S. GAAP, the GMIB reinsurance contracts ceded to non-affiliated reinsurers are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB, on the other hand, are calculated under U.S. GAAP on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and therefore will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that ~~cause~~ca use gains or losses on the fair value of the GMIB ~~reinsuranc e~~reinsurance contracts. Because the changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves for GMIB will be recognized over time, earnings will tend to be more volatile, particularly during periods in which equity markets and/or interest rates change significantly.

Hedging programs. Hedging programs are used to hedge certain risks associated with the VA Guarantee Features. These programs currently utilize various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in VA Guarantee Features’ exposures attributable to movements in the equity ~~markets~~ and interest ~~rates.~~rate markets. Although these programs are designed to provide a measure of economic protection against the impact adverse market conditions may have with respect to VA Guarantee Features, they do not qualify for hedge accounting treatment under U.S. GAAP, meaning that as in the case of the GMIB reinsurance contracts, changes in the value of the derivatives ~~will~~wi ll be recognized in the period in which they occur while ~~of fsetting~~offsetting changes in reserves will be recognized over time, which will contribute to earnings volatility.

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The table below shows, for the second quarter and the first ~~quarter~~six months of 2010 and 2009 and the year ended December 31, 2009, the impact on Earnings (loss) from continuing operations before income taxes of the items discussed above (prior to the impact of Amortization of deferred acquisition costs):

	Three Months Ended March 31,						Year Ended December 31,			Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2010			2009			2009			2010			2009			2010			2009			2009
	(In Millions)									(In Millions)

Losses on free-standing derivatives (1)	$	(336.0	)	$	(26.1	)	$	(6,955.4	)
Decrease in fair value of GMIB reinsurance contracts (2)		(35.6	)		(302.2	)		(1,004.6	)
Income (loss) on free-standing derivatives (1)										$	3,141.5		$	(4,069.4	)	$	2,804.5		$	(4,095.5	)	$	(6,955.4	)
Increase (decrease) in fair value of GMIB reinsurance contracts (2)											621.5			(417.7	)		585.9			(719.9	)		(1,004.6	)
(Increase) decrease in GMDB, GMIB and GWBL reserves, net of related GMDB reinsurance (3)		(45.8	)		(93.1	)		533.8			(668.6	)		549.3			(714.3	)		456.3			533.8
Total	$	(417.4	)	$	(421.4	)	$	(7,426.2	)	$	3,094.4		$	(3,937.8	)	$	2,676.1		$	(4,359.1	)	$	(7,426.2	)

(1)	Reported in Net investment income (loss) in the consolidated statement of earnings (loss)

(2)	Reported in ~~Decrease~~Increase (decrease) in fair value of reinsurance contracts in the consolidated statement of earnings (loss)

(3)	Reported in Policyholders’ benefits in the consolidated statement of earnings (loss)

CONSOLIDATED RESULTS OF OPERATIONS

The consolidated earnings narrative that follows discusses the results for second quarter and the six months ended June 30, 2010 compared to the comparable 2009 periods’ results.

AXA Financial, Inc.

Consolidated Results of Operations

(In Millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009

Universal life and investment-type product policy fee income	$	813.8		$	783.6		$	1,588.5		$	1,512.4
Premiums		383.2			361.3			772.8			737.0
Net investment income (loss):
Investment income (loss) from derivative instruments		3,141.5			(4,069.4	)		2,804.5			(4,095.5	)
Other investment income		815.4			742.8			1,599.4			1,252.9
Total net investment income (loss)		3,956.9			(3,326.6	)		4,403.9			(2,842.6	)
Investment (losses) gains, net:
Total other-than-temporary impairment losses		(52.4	)		(86.1	)		(96.5	)		(113.6	)
Portion of loss recognized in other comprehensive income		3.0			3.3			6.2			3.3
Net impairment losses recognized		(49.4	)		(82.8	)		(90.3	)		(110.3	)
Other investment gains, net		2.6			2.3			27.0			199.0
Total investment (losses) gains, net		(46.8	)		(80.5	)		(63.3	)		88.7
Commissions, fees and other income		925.7			866.4			1,893.7			1,705.2
Increase (decrease) in fair value of reinsurance contracts		621.5			(417.7	)		585.9			(719.9	)
Total revenues		6,654.3			(1,813.5	)		9,181.5			480.8

Policyholders’ benefits		1,499.2			182.1			2,401.0			1,118.1
Interest credited to policyholders’ account balances		246.9			279.4			512.3			569.1
Compensation and benefits		559.4			596.0			1,177.4			1,164.8
Commissions		238.0			221.1			459.2			485.2
Distribution related payments		71.0			55.1			137.8			103.0
Amortization of deferred sales commissions		12.2			13.8			24.3			28.7
Interest expense		93.4			75.6			188.3			152.2
Amortization of deferred policy acquisition costs and value of business acquired		1,170.3			(168.4	)		1,103.2			(49.5	)
Capitalization of deferred policy acquisition costs		(236.4	)		(240.7	)		(455.0	)		(544.7	)
Rent expense		65.0			68.1			143.7			143.4
Amortization of other intangible assets		9.5			10.1			19.4			19.8
Other operating costs and expenses		287.3			270.2			562.2			556.0
Total benefits and other deductions		4,015.8			1,362.4			6,273.8			3,746.1

Earnings (loss) from continuing operations before income taxes		2,638.5			(3,175.9	)		2,907.7			(3,265.3	)
Income tax (expense) benefit		(890.1	)		1,180.8			(812.5	)		1,237.8

Earnings (loss) from continuing operations, net of income taxes		1,748.4			(1,995.1	)		2,095.2			(2,027.5	)
Loss from discontinued operations, net of income taxes		-			(1.6	)		-			(3.5	)

Net earnings (loss)		1,748.4			(1,996.7	)		2,095.2			(2,031.0	)
Less: net earnings attributable to the noncontrolling interest		(42.8	)		(69.0	)		(102.5	)		(73.8	)

Net Earnings (Loss) Attributable to AXA Financial, Inc.	$	1,705.6		$	(2,065.7	)	$	1,992.7		$	(2,104.8	)

Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009

Net earnings attributable to the AXA Financial Group in second quarter 2010 was $1.71 billion, a difference of $3.77 billion from the $2.07 billion of net loss attributable to AXA Financial Group during second quarter 2009.

Net earnings attributable to the noncontrolling interest was $42.8 million in second quarter 2010 as compared to $69.0 million in the 2009 quarter. The decrease was due to lower AllianceBernstein earnings in the 2010 quarter partially offset by a higher noncontrolling interest ownership percentage.

Total enterprise net earnings of $1.75 billion were reported in second quarter 2010, an increase of $3.75 billion from the $2.00 billion of net loss reported for second quarter 2009.

Income tax expense in second quarter 2010 was $890.1 million compared to the income tax benefit of $1.18 billion in second quarter 2009. The change from quarter to quarter was primarily due to the earnings in second quarter 2010 as compared to the loss in the 2009 quarter

Earnings from continuing operations before income taxes were $2.64 billion for second quarter 2010, an increase of $5.81 billion from the $3.17 billion in pre-tax loss reported for the year earlier quarter. The Financial Advisory/Insurance segment’s earnings from continuing operations were $2.56 billion in second quarter 2010, $5.85 billion higher than the 2009 quarter’s loss of $3.29 billion. This increase was primarily due to net investment income as compared to losses and an increase rather than a decrease in the fair value of reinsurance contracts, offset by higher DAC amortization and higher policyholder benefits. The Investment Management segment’s earnings from continuing operations were $78.1 million in second quarter 2010, $36.8 million lower than in the 2009 quarter principally due to investment losses, net as compared to investment gains, net in the 2009 quarter and higher distribution related payments partially offset by higher investment advisory and services fees and distribution revenues.

Total consolidated revenues for AXA Financial Group were ~~$2.53~~$6.65 billion ~~in first~~for second quarter 2010, an increase of ~~$232.9 million~~$8.47 billion from the ~~$2.29~~$1.18 billion ~~reported~~of negative revenues in the 2009 ~~quarter. The~~quarter principally due to the increase of $8.50 billion in the Financial ~~Advisory/Insurance~~Advisory segment ~~posted~~partially offset by a ~~$103.7~~$38.8 million ~~increase in its revenues while~~decrease from the Investment Management ~~segment’s increase was $128.4 million.~~segment. The increase of Financial Advisory/Insurance segment revenues ~~to $1.80 billion~~ in the 2010 ~~period as compared to $1.70 billion in first~~ quarter ~~2009~~ was principally due to ~~a lower~~the increase as compared to decrease in the fair value of reinsurance contracts accounted for as derivatives ($~~(35.6)~~621.5 million ~~and $(302.2)~~versus $(417.7) million in the respective 2010 and 2009 ~~quarters)~~quarterly periods) and ~~$36.2 million higher commissions, fees and other~~investment income ~~partially offset by the $182.0 million and $76.9 million decreases~~from derivatives of $3.14 billion as compared to investment losses of $4.07 billion in ~~investment (losses) gains, net and net investment income.~~second quarter 2009. The Investment Management segment’s ~~$729.6~~decrease of $38.8 million to $690.4 million in revenues for ~~first~~second quarter 2010 as compared to ~~$601.2~~$729.2 million in the 2009 quarter primarily was due to $47.0 million of net investment losses as compared to $70.1 million in net investment income in second quarter 2009 partially offset by $64.6 million higher investment advisory and services fees and $18.9 million higher distribution revenues income at AllianceBernstein in the 2010 quarter.

Consolidated total benefits and expenses were $4.02 billion in second quarter 2010, $2.65 billion higher than the $1.36 billion in second quarter 2009. The Financial Advisory/Insurance segment’s total expenses were $3.41 billion in second quarter 2010 as compared to the $757.1 million in second quarter 2009 while total expenses for the Investment Management segment for the 2010 quarter were $612.3 million, $2.0 million lower than the $614.3 million in expenses in the 2009 comparable quarter. The Financial Advisory/Insurance segment’s increase was principally due to higher amortization of DAC and higher policyholders’ benefits in the 2010 quarter. The slight decrease in total expenses for the Investment Management segment in second quarter 2010 resulted from the increase in distribution related payments being offset by lower other operating expenses a nd lower compensation and benefits at AllianceBernstein.

Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009

Net earnings attributable to the AXA Financial Group in the first half of 2010 was $1.99 billion, a difference of $4.09 billion from the $2.10 billion of net loss attributable to AXA Financial Group during the first half of 2009.

Net earnings attributable to the noncontrolling interest was $102.5 million in the first half of 2010 as compared to $73.8 million in the 2009 period. The increase was due to higher AllianceBernstein earnings and a higher noncontrolling interest ownership interest.

Total enterprise net earnings of $2.10 billion were reported in the first half of 2010, an increase of $4.13 billion from the $2.03 billion of net loss reported for the first half of 2009.

Income tax expense in the first half of 2010 was $812.5 million compared to the income tax benefit of $1.24 billion in the first six months of 2009. The increase in income tax expense was primarily due to the increase in pre-tax income partially offset by a tax benefit of $148.4 million in first quarter 2010 primarily due to the release of state deferred taxes held in the Investment Management segment resulting from the conversion of an AXA Equitable subsidiary from a corporation to a limited liability company, ACMC LLC (“ACMC”). As a limited liability company, ACMC’s income will be subject to state income taxes at the rate of its sole owner, AXA Equitable; that rate is substantially less than the rate previously applicable to ACMC as a corporation. ACMC’s principal asset is its holdings of AllianceBernstein Units. It is expected tha t there will continue to be a reduction of related taxes in future periods, but to a far lesser degree. The tax benefit for the first six months of 2009 included a $15.1 million amount related to the release of tax audit reserves held by the Investment Management segment.

Earnings from continuing operations before income taxes were $2.91 billion for the first half of 2010, an increase of $6.17 billion from the $3.26 billion in pre-tax loss reported for the year earlier period. The Financial Advisory/Insurance segment’s earnings from continuing operations were $2.71 billion in the first half of 2010, $6.10 billion higher than the 2009 period’s loss of $3.39 billion. This increase was primarily due to net investment income as compared to losses and an increase rather than a decrease in the fair value of reinsurance contracts, offset by higher DAC amortization, and higher policyholder benefits. The Investment Management segment’s earnings from continuing operations were $191.3 million in the first six months of 2010, $65.3 million higher than in the 2009 period, principally due to higher investment advisory and services fees and distribution revenues partially offset by investment losses as compared to gains, higher distribution related payments and higher compensation and benefits at AllianceBernstein in the 2010 period.

Total consolidated revenues were $9.18 billion in first six months of 2010, an increase of $8.70 billion from the $480.8 million reported in the 2009 period. The Financial Advisory/Insurance segment reported an $8.61 billion increase in its revenues to $7.77 billion as compared to its $835.2 million of negative revenues in the first half of 2009 while the Investment Management segment’s increase was $89.6 million to $1.42 billion in the first half of 2010 as compared to $1.33 billion in the prior year’s comparable period. The increase in the Financial Advisory/Insurance segment’s revenues in the 2010 period was principally due to investment income from derivatives of $2.80 billion as compared to investment losses of $4.10 billion in the first six months of 2009 and an increase as compared to a decrease in the fair value of reinsurance contracts accounted for as derivatives ($585.9 million versus $(719.9) million in the respective 2010 and 2009 six month periods). The Investment Management segment’s $1.42 billion in revenues for the first half of 2010 as compared to $1.33 billion in the 2009 period primarily was due to ~~$67.3~~$131.9 million higher investment advisory and services fees ~~a $35.1~~and $41.2 million ~~improvement~~higher distribution revenues income at AllianceBernstein partially offset by $50.8 million of net investment losses as compared to $31.2 million in net investment ~~losses and the $22.2 million increase in distribution revenues at AllianceBernstein.~~gains.

Consolidated total benefits and expenses were ~~$2.26~~$6.27 billion in the first ~~quarter~~half of 2010, ~~a decrease~~an increase of ~~$125.7 million~~$2.52 billion from the ~~$2.38~~$3.75 billion total for the comparable ~~quarter~~period in 2009. The Financial Advisory/Insurance segment’s total expenses were ~~$1.65~~$5.06 billion, ~~a decrease~~an increase of ~~$150.8 million~~$2.50 billion from the first ~~quarter 2009~~half of 2009’s total of ~~$1.80~~$2.56 billion. The Financial Advisory/Insurance segment’s increase was principally due to higher amortization of DAC and higher policyholders’ benefits in the 2010 periods. Total expenses for the Investment Management segment for the first ~~quarter~~six months of 2010 ~~total~~were $1.23 billion, $24.3 million higher than the $1.20 billion in expenses in the 2009 period. Total expenses for the Investment Management segment were $616.4 million, $26.3 higher than the $590.1 million in expenses in first quarter 2009. The Financial Advisory/Insurance segment’s decrease was principally due to negative amortization of DAC of $67.1 million in the 2010 quarter compared to amortization of $118.9 million in the comparable 2009 quarter, a $42.9 million decrease in commissions, and $34.2 million lower policyholders' b enefits partially offset by $85.4 million lower DAC capitalization and $34.7$24.3 million higher ~~compensation~~during the first half of 2010 as higher distribution related payments and ~~benefits. The increase in expenses for the Investment Management segment was related to $16.2 million~~ higher ~~amortization expense and a $14.5 increase in~~ compensation and benefits at ~~AllianceBernstein.~~AllianceBernstein were partially offset by lower other operating costs and expenses.

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RESULTS OF OPERATIONS BY SEGMENT

Financial ~~Advisory/~~Advisory / Insurance Segment

Financial ~~Advisory/~~Advisory / Insurance -

Results of Operations

~~(In Millions)~~

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(In Millions)

Universal life and investment-type product policy fee income	$	813.8		$	783.6		$	1,588.5		$	1,512.4
Premiums		383.2			361.3			772.8			737.0
Net investment income (loss):
Investment income (loss) from derivative instruments		3,142.9			(4,070.8	)		2,806.0			(4,094.1	)
Other investment income		849.7			665.4			1,625.3			1,204.3
Total net investment income (loss)		3,992.6			(3,405.4	)		4,431.3			(2,889.8	)
Investment (losses) gains, net:
Total other-than-temporary impairment losses		(52.4	)		(86.1	)		(96.5	)		(113.6	)
Portion of losses recognized in other comprehensive income		3.0			3.3			6.2			3.3
Net impairment losses recognized		(49.4	)		(82.8	)		(90.3	)		(110.3	)
Other investment gains (losses) net		6.6			(6.0	)		27.2			183.2
Total investment (losses) gains, net		(42.8	)		(88.8	)		(63.1	)		72.9
Commissions, fees and other income		202.3			232.2			458.5			452.2
Increase (decrease) in fair value of reinsurance contracts		621.5			(417.7	)		585.9			(719.9	)
Total revenues		5,970.6			(2,534.8	)		7,773.9			(835.2	)

Policyholders’ benefits		1,499.2			182.1			2,401.0			1,118.1
Interest credited to policyholders’ account balances		246.9			279.4			512.3			569.1
Compensation and benefits		226.0			258.8			504.2			502.3
Commission costs		238.0			221.1			459.2			485.2
Interest expense		82.5			64.1			166.7			128.5
Amortization of DAC and VOBA		1,170.3			(168.4	)		1,103.2			(49.5	)
Capitalization of DAC		(236.4	)		(240.7	)		(455.0	)		(544.7	)
Rent expense		19.7			21.6			45.5			46.3
Amortization of other intangible assets, net		.6			.6			1.2			1.2
All other operating costs and expenses		164.4			138.5			322.2			300.7
Total benefits and other deductions		3,411.2			757.1			5,060.5			2,557.2

Earnings (Loss) from Continuing Operations before Income Taxes	$	2,559.4		$	(3,291.9	)	$	2,713.4		$	(3,392.4	)

Three Months ended June 30, 2010 as Compared to Three Months Ended June 30, 2009

Three Months Ended March 31,

2010

2009

Universal life and investment-type product policy fee income $ 774.7 $ 728.8
Premiums 389.6 375.7
Net investment income:
Investment loss from derivative instruments (336.9 ) (23.3 )
Other investment income 775.6 538.9
Total net investment income 438.7 515.6
Investment (losses) gains, net:
Total other-than-temporary impairment losses (44.1 ) (27.5 )
Portion of losses recognized in other comprehensive income 3.2 -
Net impairment losses recognized (40.9 ) (27.5 )
Other investment gains, net 20.6 189.2
Total investment (losses) gains, net (20.3 ) 161.7
Commissions, fees and other income 256.2 220.0
Decrease in fair value of reinsurance contracts (35.6 ) (302.2 )
Total revenues 1,804.1 1,699.6

Policyholders’ benefits 901.8 936.0
Interest credited to policyholders’ account balances 265.4 289.7
Compensation and benefits 278.2 243.5
Commission costs 221.2 264.1
Interest expense 84.2 64.4
Amortization of DAC and VOBA (67.1 ) 118.9
Capitalization of DAC (218.6 ) (304.0 )
Rent expense 25.8 24.7
Amortization of other intangible assets, net .6 .6
All other operating costs and expenses 157.8 162.2
Total benefits and other deductions 1,649.3 1,800.1

Earnings (Loss) from Operations before Income Taxes $ 154.8 $ (100.5 )

Revenues

In ~~first~~second quarter 2010, the Financial Advisory/Insurance segment’s revenues increased ~~$103.7 million~~by $8.50 billion to ~~$1.80~~$5.97 billion from ~~$1.70~~negative revenues of $2.53 billion in the comparable 2009 quarter. The revenue increases for the segment were principally due to an increase in the fair value of the reinsurance contracts as compared to the decrease during the comparable 2009 quarter and net investment income in second quarter 2010 as compared to net investment loss in the 2009 quarter.

Policy fee income totaled $813.8 million in second quarter as compared to $783.6 million in second quarter 2009. The increase resulted from higher fees earned on higher average Separate Account balances due primarily to market appreciation.

The $21.9 million increase in premiums to $383.2 million in second quarter 2010 as compared to $361.3 million in the 2009 quarter was primarily due to $16.1 million higher term life insurance premiums, a $6.1 million increase in premiums assumed and a $3.1 million decrease in premium ceded partially offset by $7.9 million lower premiums for traditional life policies in the Closed Blocks.

Net investment income increased $7.40 billion to $3.99 billion in second quarter 2010 from the $3.41 billion of net losses reported in the 2009 quarter. The increase was the net effect of the $7.21 billion increase in the investment income from derivative instruments and the $184.3 million increase in other investment income. The Financial Advisory/Insurance segment reported income from derivative instruments of $3.14 billion as compared to losses of $4.07 billion in the 2009 quarter. Other investment income increased to $849.7 million in second quarter 2010 primarily due to the respective increases of $121.6 million and $66.7 million of investment income from equity limited partnerships and mark-to-market gains on trading account securities.

Investment losses, net totaled $42.8 million in second quarter 2010 as compared to $88.8 million in the prior year’s comparable quarter. The Financial Advisory/Insurance segment’s loss of $49.4 million in second quarter 2010 as compared to $82.8 million in the 2009 quarter was due to lower writedowns on fixed maturities and higher gains from the sale of fixed maturities, $4.0 million in second quarter 2010 as compared to $0.8 million in the year earlier quarter.

In second quarter 2010, there was a $621.5 million increase in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to the $417.7 million decrease in their fair value in second quarter 2009; both periods’ changes reflected equity market fluctuations; however, the 2009 decrease was primarily driven by the increase in interest rates while the 2010 increase primarily resulted from the decrease in interest rates.

Benefits and Other Deductions

Total benefits and other deductions increased $2.65 billion in second quarter 2010 to $3.41 billion principally due to the Financial Advisory/Insurance segment’s $1.32 billion increase in policyholders’ benefits and the $1.34 billion increase in DAC and VOBA amortization in the 2010 quarter to $1.17 billion.

Policyholders’ benefits totaled $1.50 billion, an increase of $1.32 billion from the $182.1 million reported for second quarter 2009. The increase was principally due to the $959.4 million increase in GMDB/GMIB reserves (due to an increase of $546.8 million in the 2010 quarter as compared to a decrease of $412.6 in the comparable 2009 quarter), as well as the $258.5 million increase related to the GWBL reserve.

Interest credited to policyholders’ account balances decreased $32.5 million in second quarter 2010 to $246.9 million primarily due to lower average policyholders’ account balances and lower crediting rates.

For second quarter 2010, commissions in the Financial Advisory/Insurance segment totaled $238.0 million, an increase of $16.9 million from the comparable 2009 quarter principally due to an increase in premiums, primarily for term products.

Interest expense rose $18.4 million to $82.5 million in second quarter 2010 as compared to $64.1 million in the comparable 2009 quarter. The Financial Advisory/Insurance segment’s increase was due to increased interest on loans from affiliates resulting from higher fixed interest rates on borrowings from AXA and AXA affiliates.

DAC and VOBA amortization was $1.17 billion in second quarter 2010, a change of $1.34 billion from the negative $168.4 million reported in the corresponding 2009 quarter. Second quarter 2010 had significant hedge income from negative equity market performance and decreasing interest rates, resulting in positive amortization for the Accumulator® product. Conversely, second quarter 2009 had hedge losses resulting from positive equity market performance resulting in negative amortization in that quarter. These gains and losses are not fully offset by changes in GMDB and GMIB reserves. Amortization from all other products was positive for both quarters.

DAC capitalization totaled $236.4 million, a decrease of $4.3 million from the $240.7 million reported in first quarter 2009 primarily due to a $6.0 million decrease in deferrable operating expenses that was partially offset by $1.7 million higher capitalization of first year commissions.

Six Months Ended June 30, 2010 as Compared to Six Months Ended June 30, 2009

Revenues

In the first six months of 2010, the Financial Advisory/Insurance segment’s revenues increased $8.61 billion to $7.77 billion from negative revenues of $835.2 million in the 2009 period. The revenue increase for this segment was principally due to ~~a lower decrease~~an increase in the fair value of the reinsurance ~~contract~~contracts as compared to a decrease during the comparable 2009 ~~quarter,~~period and ~~higher commissions, fees and other~~net investment income in the 2010 period as compared to net investment losses in the first half of 2009 partially offset by investment losses, net in the first half of 2010 ~~quarter~~ as compared to net investment gains in the first ~~quarter 2009 and to lower net investment income as higher other investment income was more than offset by higher investment losses on derivatives.~~six months of 2009.

Policy fee income totaled ~~$774.7 million~~$1.59 billion in the first ~~quarter~~six months of 2010, ~~$45.9~~$76.1 million higher than for ~~first quarter 2009.~~the 2009 period. This increase resulted from higher fees earned on higher average Separate Account balances due primarily to market appreciation.

The ~~$13.9~~$35.8 million increase in premiums to ~~$389.6~~$772.8 million in the first ~~quarter~~half of 2010 as compared to ~~$375.7~~$737.0 million in the 2009 ~~quarter~~period was primarily due to ~~$16.8~~$34.5 million higher term life insurance premiums, a $5.3 million increase in premiums assumed and a $4.3 million decrease in premium ceded partially offset by $15.9 million lower premiums for traditional life policies in the Closed ~~Block.~~Blocks.

Net investment income ~~decreased $76.9 million~~increased $7.32 billion to ~~$438.7 million~~$4.43 billion in the first ~~quarter~~six months of 2010 from the ~~$515.6 million~~$2.89 billion of net losses reported in the 2009 period. The ~~decrease~~increase was the net effect of the ~~$313.6 million~~$6.90 billion increase in the investment ~~losses~~income from derivative instruments and the ~~$236.7~~$421.0 million increase in other investment income. The Financial Advisory/Insurance segment reported ~~a higher loss in the fair value of~~income from derivative instruments ~~(a $336.9 million decline in fair value in first quarter 2010~~of $2.81 billion as compared to ~~$23.3 million~~losses of $4.09 billion in ~~first quarter 2009).~~the 2009 period due to market fluctuations. Other investment income increased to ~~$775.6 million~~$1.63 billion in the 2010 ~~quarter~~period primarily due to ~~$202.8 million, $27.5~~$269.6 million and ~~$14.9~~$149.1 million of higher investment income from equity limited partnerships and mark-to-market gains on trading account ~~securities and fixed maturities.~~securities.

Investment losses, net totaled ~~$20.3~~$63.1 million in the first ~~quarter~~six months of 2010 as compared to net gains of ~~$161.7~~$72.9 million in the prior year’s comparable ~~quarter.~~period. The Financial Advisory/Insurance segment’s loss in ~~first quarter~~the 2010 period was ~~primarily~~ due to ~~$26.8~~lower writedowns on fixed maturities ($90.3 million in the first half of 2010 as compared to $110.3 million in the 2009 period) offset by $30.7 million of gains from the sale of ~~General Account~~ fixed maturities, down from ~~$189.7~~$190.5 million of gains in the year earlier period and higher writedowns on fixed maturities $(40.9) million in first quarter 2010 as compared to $(27.5) million in first quarter 2009. In addition, there were $(8.7) million in losses on mortgage loans in 2010.

Commissions, fees and other income increased $36.2 million to $256.2 million in first quarter 2010. The Financial Advisory/Insurance segment’s first quarter 2010 increase was principally due to $55.1 million higher gross investment management and distribution fees received from EQAT and VIP Trust due to a higher asset base primarily due to market appreciation.period.

In the first ~~quarter~~six months of 2010, there was a ~~$35.6~~$585.9 million ~~decrease~~increase in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to ~~a $302.2~~the $719.9 million decrease in their fair value in the first ~~quarter~~half of 2009; both ~~quarters’~~periods’ changes reflected equity market ~~fluctuations~~fluctuations; however, the 2009 decrease was primarily ~~due to~~driven by the increase in interest rates while the 2010 increase primarily resulted from the decrease in interest rates.

Benefits and Other Deductions

Total benefits and other deductions ~~decreased $150.8 million~~increased $2.50 billion in the first ~~quarter~~half of 2010 to ~~$1.65~~$5.06 billion principally due to the Financial Advisory/Insurance segment’s ~~$186.0 million decline~~$1.28 billion increase in policyholders’ benefits and the $1.15 billion increase in DAC and VOBA amortization in ~~first quarter~~ 2010 to ~~a negative $67.1 million.~~$1.10 billion.

Policyholders’ benefits totaled ~~$901.8 million, a decrease~~$2.40 billion, an increase of ~~$34.2 million~~$1.28 billion from the ~~$936.0 million~~$1.12 billion reported for the first ~~quarter~~six months of 2009. The ~~decrease~~increase was principally due to ~~a $35.7~~the $914.0 million decrease in policyholder dividends ($141.4 million in first quarter 2010 as compared to $177.1 million in the 2009 quarter) resulting from the Closed Blocks policyholders’ dividend obligation’s reactivity to realized losses as compared to realized gains in the respective quarters. In addition, the increase in GMDB/GMIB reserves ~~was $45.4~~(due to an increase of $606.9 million ~~lower~~ in the 2010 ~~quarter ($60.2 million~~period as compared to ~~first quarter 2009’s $105.6 million)~~a decrease of $307.1 in the comparable 2009 period), as well as the $256.7 million increase related to the GWBL reserve’s decrease was $1.9 million higher in first quarter 2010 while death benefits paid (primarily in the Closed Blocks) declined $9.4 million. T hese decreases were offset by the $55.0 million increase in the no-lapse guarantee reserve.

~~Total compensation and benefits increased $34.7 million~~Interest credited to ~~$278.2~~policyholders’ account balances decreased $56.8 million in the first ~~quarter 2010. The increase for the Financial Advisory/Insurance segment was~~half of 2010 to $512.3 million primarily due to ~~a $29.7 million increase in share-based~~lower average policyholders’ account balances and ~~other compensation programs and the $9.9 million higher employee benefit plan costs partially offset by~~ lower ~~salaries.~~crediting rates.

For the first ~~quarter~~half of 2010, commissions in the Financial Advisory/Insurance segment totaled ~~$221.2~~$459.2 million, a decrease of ~~$42.9~~$26.0 million from ~~first quarter~~the comparable 2009 period principally due to lower sales of variable annuity products.

Interest expense rose ~~$19.8~~$38.2 million to ~~$84.2~~$166.7 million in the first ~~quarter~~six months of 2010 as compared to ~~$64.4~~$128.5 million in the comparable 2009 ~~quarter.~~period. The Financial Advisory/Insurance segment’s increase was due to increased interest on loans from affiliates resulting from higher ~~average~~fixed interest rates on borrowings from AXA and AXA affiliates for the comparable ~~quarters.~~six month periods.

DAC and VOBA amortization was ~~a negative $67.1 million~~$1.10 billion in first ~~quarter~~half of 2010, a change of ~~$186.0 million~~$1.15 billion from the ~~$118.9~~negative $49.5 million ~~of expense~~ reported in the corresponding 2009 ~~quarter. First quarter~~period. The first half of 2010 had ~~significant~~hedge gains from negative equity market performance and decreasing interest rates, resulting in positive amortization for the Accumulator® product. Conversely, the first six months of 2009 had hedge losses from positive equity market performance resulting in negative amortization for the Accumulator® product, as well as lowering the future cost of hedging. Conversely, first quarter 2009 had small hedge gains resulting from negative equity market performance partially offset by losses on interest rate derivatives due to increasing interest rates. These factors resulted in a small negative amortization for the Accumulator® product in the 2009 quarter.product. These gains and losses are not fully offset by changes in GMDB and GMIB reserves. Amortization from all other products was positive for both periods.

DAC capitalization totaled ~~$218.6~~$455.0 million, a decrease of ~~$85.4~~$89.7 million from the ~~$304.0~~$544.7 million reported in the first ~~quarter~~six months of 2009 primarily due to $68.8 million lower first year commissions and a $20.9 million decrease in deferrable operating expenses due to lower sales of variable annuity ~~and interest-sensitive life insurance~~ products.

Premiums and Deposits.

The following table lists sales for major insurance product lines and mutual funds. Premiums and deposits are presented net of internal conversions and are presented gross of reinsurance ceded.

Premiums, Deposits and Mutual Fund Sales

~~(In Millions)~~

	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009		2010		2009
Retail
					(In Millions)

Retail:
Annuities
First year	$	697.0	$	1,031.2	$	769.7	$	818.9	$	1,466.7	$	1,850.1
Renewal		595.7		535.6		602.0		570.2		1,197.7		1,105.8
		1,292.7		1,566.8
						1,371.7		1,389.1		2,664.4		2,955.9
Life(1)
First year		66.9		74.9		70.2		57.4		137.1		132.3
Renewal		579.6		586.2		569.7		597.3		1,149.3		1,183.5
		646.5		661.1		639.9		654.7		1,286.4		1,315.8
Other(2)
First year		2.8		2.3		3.4		3.2		6.2		5.5
Renewal		67.6		69.2		60.6		55.0		128.2		124.2
		70.4		71.5		64.0		58.2		134.4		129.7

Total retail		2,009.6		2,299.4		2,075.6		2,102.0		4,085.2		4,401.4

Wholesale:
Annuities
First year		297.5		1,390.1		416.2		579.4		713.7		1,969.5
Renewal		122.0		52.7		125.1		68.9		247.1		121.6
		419.5		1,442.8		541.3		648.3		960.8		2,091.1
Life(1)
First year		31.0		36.9		36.3		35.3		67.3		72.2
Renewal		163.0		151.7		163.7		155.5		326.7		307.2
		194.0		188.6		200.0		190.8		394.0		379.4

Other		.5		.7		.4		.4		.9		1.1

Total wholesale		614.0		1,632.1		741.7		839.5		1,355.7		2,471.6

Total Premiums and Deposits	$	2,623.6	$	3,931.5	$	2,817.3	$	2,941.5	$	5,440.9	$	6,873.0

Total Mutual Fund Sales~~(3)~~	$	1,126.2	$	683.9	$	1,278.2	$	896.7	$	2,404.4	$	1,580.6

(1)	Includes variable, interest-sensitive and traditional life products.

(2)	Includes reinsurance assumed and health insurance.

(3)	Includes through AXA Advisors’ advisory accounts.

Total premiums and deposits for insurance and annuity products for the first ~~quarter~~half of 2010 were ~~$2.62~~$5.44 billion, a decrease of ~~$1.31~~$1.43 billion from the ~~$3.93~~$6.87 billion in the 2009 ~~quarter~~period while total first year premiums and deposits decreased ~~$1.44~~$1.64 billion to ~~$1.10~~$2.39 billion in the first ~~quarter~~six months of 2010 from ~~$2.54~~$4.03 billion in the first ~~quarter~~half of 2009. The annuity lines’ first year premiums and deposits decreased ~~$1.43~~$1.64 billion to ~~$994.5 million~~$2.18 billion due to a ~~$1.44~~$1.68 billion decrease in sales of variable annuities ($~~1.10~~1.28 billion in the wholesale and ~~$340.0~~$400.8 million in the retail ~~channel)~~channels) due to the high level of sales in first quarter 2009 preceding the launch of a redesigned Accumulator® product with reduced ~~benefits and the difficult economic and market environment in first quarter 2010.~~benefits. First year premiums and deposits for life insurance products were essentially unchanged, as the ~~life insuranc e products decreased $13.9 million, with the $13.8~~$16.2 million decrease in sales of variable and interest-sensitive ~~life~~lif e insurance products in the wholesale channel ~~and~~was offset by the ~~$7.8~~$3.3 million ~~decrease~~increase in variable and interest sensitive life insurance sales in the retail channel ~~being partially offset by a $6.5~~and the $11.2 million increase in first year term life insurance sales in the wholesale channel.

Changes to certain of the Insurance Group’s insurance product features, which were made primarily in 2009, including, e.g., guarantee features, pricing and/or Separate Account investment options, have impacted the sales of certain annuity and life insurance products offered by the Insurance Group, adversely affecting sales in the first half of 2010, particularly in the wholesale channel, and may continue to adversely affect overall sales of the Insurance Group’s annuity and life insurance products. The Insurance Group continues to review, develop and ~~develop~~modify its existing product offerings ~~in light of changing market conditions~~ and ~~other factors,~~has introduced new products with a view towards increasing the ~~diversification in~~diversity of its product ~~portfolio.~~portfolio and driving profitable growth while managing risk. For example, ~~in late 2009,~~ AXA Equitable recently launched Retirement Cornerstone(SM) ~~in the retail channel,~~, an innovative variable annuity that offers two ~~platforms,~~platfo rms, one of which offers guaranteed lifetime income based on a floating rate design and the other of which offers a wide array of investment options with traditional annuitization benefits based solely on non-guaranteed account performance in the retail channel. ~~The distribution of the product in the wholesale channel began with a limited release in March 2010 before a broader launch in second quarter 2010.~~

As conditions in the insurance products marketplace, capital markets and economy continue to evolve, the Insurance Group may need to make further adjustments to its product offerings.

Surrenders and Withdrawals.

The following table presents surrender and withdrawal amounts and rates for major insurance product lines. Annuity surrenders and withdrawals are presented net of internal replacements.

~~Surrenders and Withdrawals~~

~~The following table presents surrender and withdrawal amounts and rates for major insurance product lines. Annuity surrenders and withdrawals are presented net of internal replacements.~~

Surrenders and Withdrawals

(Dollars In Millions)

	Three Months Ended March 31,									Three Months Ended June 30,				Six Months Ended June 30,				Rates(1) Six Months Ended June 30,
	2010				2009					2010		2009		2010		2009		2010			2009
	Amount		Rate (1)		Amount		Rate (1)
Annuities	$	1,465.6	6.6	%	$	1,395.8	7.8	%	Annuities	$	1,443.2	$	1,279.2	$	2,908.8	$	2,675.0		6.5	%		7.2	%
Variable and interest-sensitive life		222.2	4.4			261.3	5.7		Variable and interest-sensitive life		214.6		242.9		436.8		504.2		4.3			5.4
Traditional life		151.3	4.1			173.4	4.6		Traditional life		148.3		159.9		299.6		333.3		4.0			4.4
Total									Total	$	1,806.1	$	1,682.0	$	3,645.2	$	3,512.5

Total	$	1,839.1			$	1,830.5

(1)									Surrender rates are based on the average surrenderable future policy benefits and/or policyholders’ account balances for the related policies and contracts in force during 2010 and 2009, respectively.

~~(1)~~

Surrender rates are based on the average surrenderable future policy benefits and/or policyholders’ account balances for the related policies and contracts in force during 2010 and 2009, respectively.

Surrenders and withdrawals increased ~~$8.6~~$132.7 million, from ~~$1.83~~$3.51 billion in the first ~~quarter~~half of 2009 to ~~$1.84~~$3.65 billion for the first ~~quarter~~six months of 2010. There was a ~~$69.8~~$233.8 million increase in individual annuities surrenders and withdrawals, with decreases of ~~$39.1~~$67.4 million and ~~$22.1~~$33.7 million reported for the variable and interest sensitive traditional life insurance lines, respectively. The annualized annuities surrender rate decreased to ~~6.6%~~6.5% in the first ~~quarter~~six months of 2010 from ~~7.8%~~7.2% in ~~first quarter 2009.~~the comparable 2009 period. The individual life insurance products’ annualized surrender rate decreased from ~~5.1%~~5.0% in the first ~~quarter~~half of 2009 to 4.2% in the 2010 ~~quarter.~~period. The surrender and withdrawal rates described above continue to fall within the range of expected experience except that the surrender rates for variable annuities with GMDB and GMIB guarantees at certain poli cy durations have been below the range of expected experience. If these lower rates continue, the expected claims costs from minimum guarantees will increase, partially offset by increased product policy fee income.

5973

Investment Management ~~Segment~~

The table that follows presents the operating results of the Investment Management ~~- Results~~segment, consisting principally of ~~Operations~~

~~(In Millions)~~AllianceBernstein’s operations.

							Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended March 31,						2010			2009			2010			2009
	2010			2009
Revenues:
Investment advisory and services fees (1)	$	512.3		$	445.0		$	512.7		$	448.1		$	1,025.0		$	893.1
Bernstein research services		110.7			105.6			117.2			110.8			227.9			216.5
Distribution revenues		80.3			58.1			83.5			64.6			163.8			122.6
Other revenues(1)		27.3			20.2			28.0			27.3			54.3			51.2
Commissions, fees and other income		730.6			628.9			741.4			650.8			1,471.0			1,283.4

Investment losses		(4.1	)		(33.4	)
Investment (losses) income								(45.8	)		71.5			(48.9	)		34.3
Less: interest expense to finance trading activities		(.7	)		(1.8	)		(1.2	)		(1.4	)		(1.9	)		(3.1	)
Net investment losses		(4.8	)		(35.2	)
Net investment (losses) income								(47.0	)		70.1			(50.8	)		31.2

Investment gains, net		3.8			7.5
Investment (losses) gains, net								(4.0	)		8.3			(.2	)		15.8
Total revenues		729.6			601.2			690.4			729.2			1,420.0			1,330.4

Expenses:
Compensation and benefits		319.4			313.8			333.5			337.3			673.4			662.7
Distribution plan payments		58.6			42.4
Distribution related payments								71.0			55.1			137.8			103.0
Amortization of deferred sales commissions		12.1			14.9			12.2			13.8			24.3			28.7
Interest expense		10.7			12.2			10.9			12.0			21.6			24.2
Rent expense		52.9			50.6			45.3			46.5			98.2			97.1
Amortization of other intangible assets, net		9.3			9.1			8.9			9.5			18.2			18.6
Other operating costs and expenses		153.4			147.1			130.5			140.1			255.2			270.1
Total expenses		616.4			590.1			612.3			614.3			1,228.7			1,204.4

Earnings from Operations before Income Taxes	$	113.2		$	11.1
Earnings from Continuing Operation before Income Taxes							$	78.1		$	114.9		$	191.3		$	126.0

(1)	Included fees earned by AllianceBernstein totaling ~~$17.4~~$18.5 million, $16.8 million, $36.9 million and ~~$14.9~~$32.0 million ~~in 2010 and 2009, respectively,~~ for services provided to the Insurance Group.

Three Months Ended June 30, 2010 as Compared to Three Months Ended June 30, 2009

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for ~~first~~second quarter 2010 were ~~$113.2~~$78.1 million, $36.8 million lower than the $114.9 million of earnings in second quarter 2009.

The Investment Management segment’s revenues for second quarter 2010 were $690.4 million, a decrease of $38.8 million from the $729.2 million reported in second quarter 2009.

Investment advisory and services fees are the largest component of the Investment Management segment’s revenues. These fees are generally calculated as a percentage of the value of assets under management as of a specified date, or as a percentage of the value of average assets under management for the applicable billing period, and vary with the type of investment service, the size of account and the total amount of assets we manage for a particular client. Accordingly, fee income generally increases or decreases as average assets under management increase or decrease and is therefore affected by market appreciation or depreciation, the addition of new client accounts or client contributions of additional assets to existing accounts, withdrawals of assets from and termination of client accounts, purchases and redemptions of mutual fund shares, and shifts of assets between accounts o r products with different fee structures.

Investment advisory and services fees include base fees and performance fees. For second quarter 2010, investment advisory and services fees increased by $64.6 million from second quarter 2009 primarily due to higher average assets under management ("AUM") across all three distribution channels (Institutional Investments, Retail and Private Client). The $35.7 million and $33.8 million increases in base investment advisory and services fees in the Retail and Private Client channels were partially offset by a $7.0 million decrease for the Institutional channel. Performance fees increased from $0.9 million in second quarter 2009 to $3.0 million in the 2010 quarter.

In second quarter 2010, the Bernstein research revenues increased $6.4 million over the corresponding 2009 quarter primarily due to higher U.S. trading revenues of $3.8 million, resulting from higher shares traded, and higher U.S. options trading revenues of $3.1 million.

The distribution revenues for second quarter 2010 increased $18.9 million to $83.5 million as compared to $$64.6 million in the corresponding prior year quarter due to higher Retail average mutual fund AUM.

Net investment (losses) income consisted of dividend and interest income, offset by interest expense related to interest accrued on cash balances on customers’ brokerage accounts, and realized and unrealized (losses) gains on trading and other investments. The $117.1 million decrease to $47.0 million in net investment losses as compared to $70.1 million in net gains in second quarter 2009 was primarily due to the $36.8 million of realized and unrealized losses on trading account securities related to deferred compensation plan obligations in the respective 2010 period as compared to $63.1 million net gains in the comparable 2009 quarter. In addition, there was a $15.9 million decline from $6.9 million in investment income to $9.0 million of losses in second quarter 2010 primarily due to equity losses from joint ventures.

The $12.3 million decrease to $4.0 million in investment losses, net in second quarter 2010 principally resulted from losses on sales of investments as compared to gains in the year earlier quarter.

Expenses

The Investment Management segment’s total expenses were $612.3 million in second quarter 2010, showing a $2.0 million decrease from the comparable 2009 quarter.

For second quarter 2010, employee compensation and benefits expense was $333.5 million as compared to $337.3 million in the respective 2009 quarter. The $3.8 million decrease was principally due to the $17.8 million decrease in incentive compensation due to lower deferred compensation expense resulting from mark-to-market losses on related investments. Commission expense for second quarter 2010 increased by $1.5 million primarily due to higher retail sales volume. The $4.5 million increase for second quarter 2010 in base compensation, fringe benefits and other employment costs at AllianceBernstein was primarily due to higher recruitment and severance costs offset by lower salaries.

The distribution related payments increase of $15.9 million in second quarter 2010 resulted from higher average Retail Services assets under management and was generally in line with the increase in distribution revenues.

The decrease of $9.6 million in other operating costs and expenses for second quarter 2010 was primarily the result lower class action settlement expenses and lower foreign exchange losses.

Six Months Ended June 30, 2010 as Compared to Six Months Ended June 30, 2009

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for the first six months of 2010 were $191.3 million, an increase of ~~$102.1~~$65.3 million from ~~$11.1~~$126.0 million in the prior year’s comparable period.

~~Revenues~~The Investment Management segment’s revenues totaled ~~$729.6 million~~$1.42 billion in the first half of 2010, ~~quarter,~~ an increase of ~~$128.4~~$89.6 million from ~~$601.2 million~~$1.33 billion in the first half of 2009, ~~quarter, primarily due to~~as higher investment advisory and services fees, Bernstein research services and distribution ~~revenues.~~revenues were partially offset by lower investment results.

Investment advisory and services fees include base fees and performance fees. In the first ~~quarter~~six months of 2010, investment advisory and services fees totaled ~~$512.3 million,~~$1.03 billion, an increase of ~~$67.3~~$131.9 million from the ~~$445.0~~$893.1 million in the 2009 ~~quarter.~~period. The ~~2010~~ increase in base investment advisory and services fees ~~was~~were primarily due to ~~the 15.6% increase~~increases in average ~~assets under management (“AUM”)~~AUM across all three distribution channels (Institutional Investments, Retail and Private Client) ~~partially offset by a $9.6~~. Partially offsetting the increase was the $7.5 million decrease in performance fees from ~~$12.3~~$13.2 million in the first ~~quarter~~half of 2009 to ~~$2.7~~$5.7 million in the 2010 ~~quarter.~~period.

In first quarter 2010, the Bernstein research revenues were $110.7 million, a $5.1 million increase over the $105.6 million in the 2009 period. This increase was the result of higher European revenues being partially offset by modest declines in the U.S.

The distribution revenues increased $22.2 million to $80.3 million in first quarter 2010 as compared to $58.1 million in first quarter 2009. This increase was also due to higher average mutual fund AUM.

6075

In the first six months of 2010, the Bernstein research revenues increased $11.4 million to $227.9 million from $216.5 million in the corresponding 2009 period. The increase reflected higher European revenues of $7.4 million, resulting from higher values of securities traded, and higher U.S. options trading revenues of $6.2 million.

The distribution revenues for the first six months of 2010 increased $41.2 million as compared to the corresponding prior year period due to higher Retail average mutual fund AUM.

Net investment (losses) income consisted principally of dividend and interest income, offset by interest expense related to interest accrued on cash balances on customers’ brokerage accounts and realized and unrealized (losses) gains on trading and other investments. The ~~$30.4~~$82.0 million decrease into an net investment ~~losses to $(4.8)~~loss of $50.8 million in the first ~~quarter~~half of 2010 was primarily due to the ~~$11.2~~$25.6 million of realized and unrealized ~~gains~~loss on trading account securities related to deferred compensation plan obligations in the 2010 period as compared to ~~$28.2~~$34.8 million in ~~losses~~gains in ~~first quarter 2009.~~the comparable 2009 period. In addition, there ~~were $3.4~~was a $23.2 million ~~higher investment results on seed money investments. These increases were partially offset by $12.8~~equity loss from joint ventures in the first six months of 2010 as compared to a $0.9 million in ~~venture capital fund losses and lower interest earned on U.S. Treasury Bil l balances and other investments, reflecting lower interest rates and lower average balances.~~income in the first half of 2009.

The decrease in the first ~~quarter~~six months of 2010 ~~decrease~~ of ~~$3.7~~$16.0 million to ~~$3.8~~$0.2 million in investment ~~gains,~~losses, net ~~principally~~ resulted from ~~lower gains~~net losses on sales of ~~investments.~~investments as compared to net gains of $15.8 million in the comparable 2009 period.

Expenses

The Investment Management segment’s total expenses were ~~$616.4 million~~$1.23 billion in the first ~~quarter~~half of 2010, an increase of ~~$26.3~~$24.3 million from the $1.20 billion in the 2009 period as higher distribution related payments and compensation and benefits were partially offset by a decrease in other operating expenses.

For the first six months of 2010, employee compensation and benefits expenses were $673.4 million as compared to ~~$590.1~~$662.7 million in the ~~comparable 2009 quarter~~first half of 2009. The $10.7 million increase in the first six months of 2010 was principally due to ~~higher distribution plans payments and higher compensation and benefits.~~

~~AllianceBernstein’s employee compensation and benefits expense~~the $16.9 million increase in ~~the 2010 period was $319.4 million as compared to $313.8 million in the comparable 2009 quarter as higher~~ incentive compensation ~~and commission expenses were partially offset by lower base compensation. Incentive compensation increased $24.2 million in first quarter 2010~~ due to higher deferred compensation expense ~~resulting from mark-to-market gains on related investments~~ and ~~higher~~ cash ~~incentive payments.~~compensation. Commission expense for the first half of 2010 increased ~~$0.4~~by $1.8 million ~~in the 2010 quarter reflecting~~primarily due to higher retail sales volume. ~~Base~~These increases were partially offset by the $14.4 million decrease for the 2010 period in base compensation, fringe benefits and other employment costs ~~for first quarter 2010 decreased $19.0 million~~at AllianceBernstein primarily due to lower severance and ~~lower~~ salaries ~~related to workforce reductions in 2009.~~offset by higher recruitment.

The distribution ~~plan payment increase of $16.2~~related payments increased $34.8 million to ~~$58.6 million in first quarter 20010 from $42.4~~$137.8 million in the first ~~three~~six months of ~~2009 resulted~~2010 from $103.0 million in the year earlier period primarily as a result of higher average Retail Services assets under ~~management.~~management; the payment increase was generally in line with the increase in distribution revenues.

The ~~increase of $6.3~~$14.9 million ~~to $153.4 million~~decrease in other operating costs and expenses to $255.2 million for the first half of 2010 was primarily ~~a result of higher distribution expenses in first quarter 2010.~~due to lower foreign exchange losses and lower class action settlement expenses.

6176

Fees and Assets ~~under Management~~Under Management.

Breakdowns of fees and assets under management follow:

Fees and Assets Under Management

(In Millions)

					Three Months Ended June 30,				At or For the Six Months Ended June 30,
	Three Months Ended March 31,				2010		2009		2010		2009
	2010		2009
FEES
Third party	$	707.66	$	582.67	$	495.2	$	432.1	$	990.0	$	862.2
General Account and other		9.38		9.02		9.4		9.1		18.8		18.1
Insurance Group Separate Accounts		8.05		5.87		8.2		6.9		16.2		12.8
Total Fees	$	725.09	$	597.56	$	512.8	$	448.1	$	1,025.0	$	893.1

ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party	$	441,420	$	361,137
General Account and other		34,677		35,278
Insurance Group Separate Accounts		25,217		14,299
Total AllianceBernstein		501,314		410,714

Insurance Group
Third party		-		0
General Account and other (2)		25,624		26,007
Insurance Group Separate Accounts		63,941		51,116
Total Insurance Group		89,565		77,123

Total by Account:
Third party (1)		441,420		361,137
General Account and other (2)		60,301		61,285
Insurance Group Separate Accounts		89,158		65,415
Total Assets Under Management	$	590,879	$	487,837

ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party	$	401,591	$	394,830
General Account and other		35,795		35,959
Insurance Group Separate Accounts		20,317		16,162
Total AllianceBernstein		457,703		446,951

Insurance Group
General Account and other(2)		30,549		22,066
Insurance Group Separate Accounts		60,902		58,284
Total Insurance Group		91,451		80,350

Total by Account:
Third party(1)		401,591		394,830
General Account and other(2)		66,344		58,025
Insurance Group Separate Accounts		81,219		74,446
Total Assets Under Management	$	549,154	$	527,301

Delaware	~~Delaware~~	13-3623351
	(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)

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


Item 1.1:	Consolidated Financial Statements (Unaudited)
	● · Consolidated Balance Sheets, ~~March 31,~~June 30, 2010 and December 31, 2009	3
	●· Consolidated Statements of Earnings (Loss), ~~Quarters~~Three Months and Six Months Ended ~~March 31,~~ June 30, 2010 and 2009	4 5
	· ● Consolidated Statements of Equity, ~~and Comprehensive~~ ~~Income (Loss), Quarters~~Six Months Ended ~~March 31,~~June 30, 2010 and 2009	6 7
	●· Consolidated Statements of Cash Flows, ~~Quarters~~Six Months Ended ~~March 31,~~ June 30, 2010 and 2009	7 8
	· ●Notes to Consolidated Financial Statements	910

Item 2.2:	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	4153

Item 3.3:	Quantitative and Qualitative Disclosures About Market Risk	8198

Item 4(T).:	Controls and Procedures	8198

PART II	OTHER INFORMATION

Item 1.1:	Legal Proceedings	8299

Item ~~1A.~~1A:	Risk Factors	8299

Item 2.2:	Unregistered Sales of Equity Securities and Use of Proceeds	8299

Item 3.3:	Defaults Upon Senior Securities	8299

Item 4.4:	~~Submission of Matters to a Vote of Security Holders~~(Removed and Reserved)	8299

Item 5.5:	Other Information	8299

Item 6.6:	Exhibits	8299

SIGNATURES		83100

	March 31,			December 31,
	2010			2009
	(In Millions)
ASSETS
Investments:
Fixed maturities available for sale, at fair value	$	40,824.9		$	40,131.6
Mortgage loans on real estate		4,948.6			4,939.1
Equity real estate, held for the production of income		508.8			515.0
Policy loans		4,960.7			4,973.4
Other equity investments		1,690.8			1,681.0
Trading securities		1,795.1			1,928.5
Other invested assets		1,336.8			1,632.6
Total investments		56,065.7			55,801.2
Cash and cash equivalents		3,651.4			3,038.7
Cash and securities segregated, at fair value		1,004.8			985.7
Broker-dealer related receivables		1,172.5			1,087.6
Deferred policy acquisition costs		9,284.6			9,015.4
Goodwill and other intangible assets, net		5,261.8			5,271.8
Value of business acquired		411.5			448.3
Amounts due from reinsurers		4,240.1			4,237.1
Loans to affiliates		1,218.0			1,712.0
Other assets		4,309.3			4,097.9
Separate Accounts’ assets		89,135.9			86,129.2

Total Assets	$	175,755.6		$	171,824.9

LIABILITIES
Policyholders’ account balances	$	27,563.6		$	27,522.4
Future policy benefits and other policyholders liabilities		26,520.3			26,320.3
Broker-dealer related payables		1,900.4			1,788.4
Customers related payables		1,506.5			1,430.7
Short-term and long-term debt		1,511.2			1,581.4
Loans from affiliates		5,072.5			5,300.3
Income taxes payable		1,958.8			1,684.1
Other liabilities		5,906.3			5,827.2
Separate Accounts’ liabilities		89,135.9			86,129.2
Total liabilities		161,075.5			157,584.0

Commitments and contingent liabilities (Note 11)

EQUITY
AXA Financial, Inc. equity:
Common stock, $.01 par value, 2.00 billion shares authorized,
436.2 million shares issued and outstanding		3.9			3.9
Capital in excess of par value		655.1			648.9
Retained earnings		11,688.2			11,401.1
Accumulated other comprehensive loss		(1,185.9	)		(1,346.4	)
Treasury shares, at cost		(20.1	)		(34.3	)
Total AXA Financial, Inc. equity		11,141.2			10,673.2
Noncontrolling interest		3,538.9			3,567.7
Total equity		14,680.1			14,240.9

Total Liabilities and Equity	$	175,755.6		$	171,824.9

	(212) 554-1234	60;
	Registrant’s telephone number, including area code

	Not applicable	&# 160;
(Former name, former address, and former fiscal year if changed since last report.)

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

March 31, 2010:
June 30, 2010:
Fixed Maturities:
Corporate	$	27,225.2		$	1,527.9	$	159.5	$	28,593.6	$	.7	$	27,813.9	$	2,089.5	$	124.8	$	29,778.6	$	.7
U.S. Treasury, government
and agency(4)		5,458.4			38.7		269.3		5,227.8		-
States and political
subdivisions		441.2			7.9		14.3		434.8		-
U.S. Treasury, government and agency(4)													5,223.5		71.7		46.4		5,248.8		-
States and political subdivisions													506.1		16.9		9.4		513.6		-
Foreign governments		386.6			49.2		.3		435.5		-		390.2		54.0		.1		444.1		-
Commercial mortgage-backed		2,399.0			3.7		731.5		1,671.2		5.4		2,221.5		1.8		749.5		1,473.8		7.7
Residential mortgage-backed (1)		2,245.4			74.4		.1		2,319.7		-		2,103.9		109.4		.2		2,213.1		-
Asset-backed (2)		268.2			11.1		20.0		259.3		7.6		342.0		16.4		16.9		341.5		7.6
Redeemable preferred stock		2,041.7			18.5		177.2		1,883.0		-		1,959.5		17.6		219.8		1,757.3		-
Total Fixed Maturities		40,465.7			1,731.4		1,372.2		40,824.9		13.7		40,560.6		2,377.3		1,167.1		41,770.8		16.0

Equity securities		45.1			7.8		-		52.9		-		32.8		.1		3.0		29.9		-

Total at March 31, 2010	$	40,510.8		$	1,739.2	$	1,372.2	$	40,877.8	$	13.7

Total at June 30, 2010												$	40,593.4	$	2,377.4	$	1,170.1	$	41,800.7	$	16.0

~~Available-for-Sale Fixed Maturities~~
~~Contractual Maturities at March 31,~~Contractual Maturities at June 30, 2010

	~~Amortized~~
	~~Cost~~	~~Fair Value~~
	~~(In Millions)~~

Balance at January 1, 2010	$	(292.0	)

				2010			2009
				(In Millions)

Balances at January 1,				$	(292.0	)	$	(339.1	)
Previously recognized impairments on securities that matured, paid, prepaid or sold		3.2			3.2			3.8
Previously recognized impairments on securities impaired to fair value this period (1)		-			-			-
Impairments recognized this period on securities not previously impaired		(40.9	)		(40.9	)		(12.6	)
Additional impairments this period on securities previously impaired		-			-			(14.9	)
Increases due to passage of time on previously recorded credit losses		-			-			-
Accretion of previously recognized impairments due to increases in expected cash flows		-			-			-
Balance at March 31, 2010	$	(329.7	)
Balances at March 31,					(329.7	)		(362.8	)
Cumulative adjustment related to implementing new accounting guidance on April 1, 2009					-			141.8
Previously recognized impairments on securities that matured, paid, prepaid or sold					91.9			26.5
Previously recognized impairments on securities impaired to fair value this period (1)					-			-
Impairments recognized this period on securities not previously impaired					(35.1	)		(75.7	)
Additional impairments this period on securities previously impaired					(14.3	)		(7.1	)
Increases due to passage of time on previously recorded credit losses					-			-
Accretion of previously recognized impairments due to increases in expected cash flows					-			-
Balances at June 30,				$	(287.2	)	$	(277.3	)

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

Balance, March 31, 2010		$	(15.5	)		$	.4		$	(28.3	)		$	14.8		$	(28.6	)
Net investment gains arising during the period			27.5				-			-				-			27.5
Reclassification adjustment for OTTI losses:
Included in Net earnings			(14.3	)			-			-				-			(14.3	)
Excluded from Net earnings(1)			(2.9	)			-			-				-			(2.9	)
Impact of net unrealized investment gains (losses) on:
DAC and VOBA			-				.3			-				-			.3
Deferred income taxes			-				-			-				9.0			9.0
Policyholders liabilities			-				-			(35.3	)			-			(35.3	)
Balance, June 30, 2010		$	(5.2	)		$	.7		$	(63.6	)		$	23.8		$	(44.3	)

Balance, January 1, 2010	$	(13.0	)	$	5.1		$	(.6	)	$	2.6	$	(5.9	)
Net investment gains arising during the period		28.2			-			-			-		28.2
Reclassification adjustment for OTTI losses:
Included in Net earnings		(14.3	)		-			-			-		(14.3	)
Excluded from Net earnings(1)		(6.1	)		-			-			-		(6.1	)
Impact of net unrealized investment gains (losses) on:
DAC and VOBA		-			(4.4	)		-			-		(4.4	)
Deferred income taxes		-			-			-			21.2		21.2
Policyholders liabilities		-			-			(63.0	)		-		(63.0	)
Balance, June 30, 2010	$	(5.2	)	$	.7		$	(63.6	)	$	23.8	$	(44.3	)

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

Balance, January 1, 2010		$	(60.8	)		$	(29.3	)		$	(68.3	)		$	75.0			$	(83.4	)
Net investment gains (losses)
arising during the period			455.3				-				-				-				455.3
Reclassification adjustment for OTTI (losses):
Included in Net earnings (loss)			(15.2	)			-				-				-				(15.2	)
Excluded from Net earnings (loss)(1)			3.2				-				-				-				3.2
Impact of net unrealized investment gains (losses) on:
DAC and VOBA			-				(48.4	)			-				-				(48.4	)
Deferred income taxes			-				-				-				(137.0	)			(137.0	)
Policyholders liabilities			-				-				(64.4	)			-				(64.4	)
Balance, March 31, 2010		$	382.5			$	(77.7	)		$	(132.7	)		$	(62.0	)		$	110.1

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

Balance, March 31, 2010		$	382.5		$	(77.7	)		$	(132.7	)		$	(62.0	)		$	110.1
Net investment gains arising during the period			794.9			-				-				-				794.9
Reclassification adjustment for OTTI losses:
Included in Net earnings			32.3			-				-				-				32.3
Excluded from Net earnings (1)			2.9			-				-				-				2.9
Impact of net unrealized investment gains (losses) on:
DAC and VOBA			-			(18.2	)			-				-				(18.2	)
Deferred income taxes			-			-				-				(227.0	)			(227.0	)
Policyholders liabilities			-			-				(165.2	)			-				(165.2	)
Balance, June 30, 2010		$	1,212.6		$	(95.9	)		$	(297.9	)		$	(289.0	)		$	529.8

Balance, January 1, 2009	$	(3,270.7	)	$	721.0		$	103.3		$	899.2		$	(1,547.2	)
Cumulative impact of implementing new guidance		(136.5	)		34.5			(.7	)		35.7			(67.0	)
Net investment gains arising during the period		1,462.1			-			-			-			1,462.1
Reclassification adjustment for OTTI losses:
Included in Net loss		(100.8	)		-			-			-			(100.8	)
Excluded from Net loss(1)		3.1			-			-			-			3.1
Impact of net unrealized investment (losses) gains on:
DAC and VOBA		-			(394.2	)		-			-			(394.2	)
Deferred income taxes		-			-			-			(403.3	)		(403.3	)
Policyholders liabilities		-			-			30.2			-			30.2
Balance, June 30, 2009	$	(2,042.8	)	$	361.3		$	132.8		$	531.6		$	(1,017.1	)


December 31, 2009
Fixed Maturities:
Corporate	$	27,863.3	$	1,353.5	$	291.8	$	28,925.0	$	.7	$	27,863.3	$	1,353.5	$	291.8	$	28,925.0	$	.7
U.S. Treasury, government
and agency		4,213.5		23.2		281.2		3,955.5		-
States and political
subdivisions		467.3		7.4		19.3		455.4		-
U.S. Treasury, government and agency												4,213.5		23.2		281.2		3,955.5		-
States and political subdivisions												467.3		7.4		19.3		455.4		-
Foreign governments		325.8		35.4		.3		360.9		-		325.8		35.4		.3		360.9		-
Commercial mortgage-backed		2,439.1		2.2		659.1		1,782.2		2.2		2,439.1		2.2		659.1		1,782.2		2.2
Residential mortgage-backed (1)		2,456.0		59.8		.2		2,515.6		-		2,456.0		59.8		.2		2,515.6		-
Asset-backed (2)		304.7		11.5		23.1		293.1		7.9		304.7		11.5		23.1		293.1		7.9
Redeemable preferred stock		2,145.5		8.5		310.1		1,843.9		-		2,145.5		8.5		310.1		1,843.9		-
Total Fixed Maturities		40,215.2		1,501.5		1,585.1		40,131.6		10.8		40,215.2		1,501.5		1,585.1		40,131.6		10.8

Equity securities		48.5		9.8		-		58.3		-		48.5		9.8		-		58.3		-

Total at December 31, 2009	$	40,263.7	$	1,511.3	$	1,585.1	$	40,189.9	$	10.8	$	40,263.7	$	1,511.3	$	1,585.1	$	40,189.9	$	10.8

	March 31, 2010															June 30, 2010
	Less Than 12 Months					12 Months or Longer					Total					Less Than 12 Months					12 Months or Longer					Total
			Gross					Gross					Gross					Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized					Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses			Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
	(In Millions)															(In Millions)

Fixed Maturities:
Corporate	$	2,931.4	$	(50.4	)	$	1,667.2	$	(109.1	)	$	4,598.6	$	(159.5	)	$	1,279.0	$	(29.8	)	$	1,079.1	$	(95.0	)	$	2,358.1	$	(124.8	)
U.S. Treasury, government and agency		2,540.3		(269.3	)		-		-			2,540.3		(269.3	)
U.S. Treasury, government and agency																	249.6		(4.4	)		490.7		(42.0	)		740.3		(46.4	)
States and political subdivisions		220.8		(10.2	)		20.7		(4.1	)		241.5		(14.3	)		138.7		(4.4	)		19.6		(5.0	)		158.3		(9.4	)
Foreign governments		3.8		(.3	)		4.2		-			8.0		(.3	)		7.8		(.1	)		4.2		-			12.0		(.1	)
Commercial mortgage-backed		327.5		(239.6	)		1,197.7		(491.9	)		1,525.2		(731.5	)		36.6		(8.8	)		1,353.2		(740.7	)		1,389.8		(749.5	)
Residential mortgage-backed		-		-			2.4		(.1	)		2.4		(.1	)		.3		-			2.1		(.2	)		2.4		(.2	)
Asset-backed		34.4		(2.8	)		76.0		(17.2	)		110.4		(20.0	)		64.4		(5.6	)		76.1		(11.3	)		140.5		(16.9	)
Redeemable preferred stock		346.9		(53.1	)		1,332.2		(124.1	)		1,679.1		(177.2	)		68.1		(.4	)		1,470.7		(219.4	)		1,538.8		(219.8	)

Total	$	6,405.1	$	(625.7	)	$	4,300.4	$	(746.5	)	$	10,705.5	$	(1,372.2	)	$	1,844.5	$	(53.5	)	$	4,495.7	$	(1,113.6	)	$	6,340.2	$	(1,167.1	)

	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	$	3,224.3	$	(109.0	)	$	2,214.6	$	(182.8	)	$	5,438.9	$	(291.8	)
U.S. Treasury, government and agency		3,297.4		(281.2	)		-		-			3,297.4		(281.2	)
States and political subdivisions		262.0		(14.5	)		38.0		(4.8	)		300.0		(19.3	)
Foreign governments		42.9		(.3	)		5.1		-			48.0		(.3	)
Commercial mortgage-backed		208.8		(137.8	)		1,466.0		(521.3	)		1,674.8		(659.1	)
Residential mortgage-backed		54.0		-			2.4		(.2	)		56.4		(.2	)
Asset-backed		51.7		(6.1	)		84.1		(17.0	)		135.8		(23.1	)
Redeemable preferred stock		293.0		(91.2	)		1,368.7		(218.9	)		1,661.7		(310.1	)

Total	$	7,434.1	$	(640.1	)	$	5,178.9	$	(945.0	)	$	12,613.0	$	(1,585.1	)

			Fair Value				Gains (Losses)									Gains (Losses) Reported
	Notional		Asset		Liability		Reported in Net					Fair Value				In Net Earnings
	Amount		Derivatives		Derivatives		Earnings (Loss)			Notional		Asset		Liability		Six Months Ended
Freestanding derivatives			(In Millions)
										Amount		Derivatives		Derivatives		June 30
										(In Millions)
Freestanding derivatives:
Equity contracts (1):
Futures	$	8,290.8	$	-	$	-	$	(537.7	)	$	10,968.2	$	.8	$	-	$	464.7
Swaps		1,599.2		3.2		42.8		(30.3	)		1,475.3		100.4		-		231.1
Options		1,000.0		19.8		-		(32.2	)		1,000.3		40.1		-		(11.8	)

Interest rate contracts (1):
Floors		15,000.0		295.5		-		27.8			15,000.0		361.6		-		125.9
Swaps		9,409.0		140.1		21.3		134.1			10,025.8		777.6		61.6		1,061.4
Futures		15,378.0		-		-		105.9			15,109.1		-		-		899.6
Swaptions		1,200.0		40.1		-		(4.6	)		1,414.0		95.1		-		33.6

Net investment loss								(337.0	)

Foreign currency contracts(1,4):		3,872.5		-		376.2		(263.3	)
Net investment income																	2,804.5

Foreign currency contracts(1,4)											3,910.1		-		505.1		(392.0	)

Embedded derivatives:
GMIB reinsurance contracts(2)		-		945.0		-		(35.6	)		-		1,566.5		-		585.9

GWBL features(3)		-		-		40.5		14.4			-		-		178.7		(123.8	)

Balances, March 31, 2010	$	55,749.5	$	1,443.7	$	480.8	$	(621.5	)
Balances, June 30, 2010										$	58,902.8	$	2,942.1	$	745.4	$	2,874.6


●·	Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);


●·	Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;


●·	Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit which may include a five year or an annual reset; or


●·	Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

	GMDB			GMIB			Total			GMDB			GMIB			Total
	(In Millions)									(In Millions)

Balance at January 1, 2010	$	1,092.4		$	1,615.4		$	2,707.8		$	1,092.4		$	1,615.4		$	2,707.8
Paid guarantee benefits		(48.4	)		(11.1	)		(59.5	)		(53.0	)		(10.3	)		(63.3	)
Other changes in reserve		76.2			28.8			105.0			114.9			646.4			761.3
Balance at March 31, 2010	$	1,120.2		$	1,633.1		$	2,753.3
Balance at June 30, 2010										$	1,154.3		$	2,251.5		$	3,405.8

Balance at January 1, 2009	$	987.3		$	1,982.8		$	2,970.1		$	987.3		$	1,982.8		$	2,970.1
Paid guarantee benefits		(81.8	)		(20.1	)		(101.9	)		(66.8	)		(19.8	)		(86.6	)
Other changes in reserve		216.6			1.7			218.3			146.8			(239.6	)		(92.8	)
Balance at March 31, 2009	$	1,122.1		$	1,964.4		$	3,086.5
Balance at June 30, 2009										$	1,067.3		$	1,723.4		$	2,790.7

	Return
	of
	Premium			Ratchet			Roll-Up			Combo			Total
	(Dollars In Millions)

GMDB:
Account values invested in:
General Account	$	11,398		$	503		$	154		$	528		$	12,583
Separate Accounts	$	27,383		$	7,865		$	4,288		$	32,869		$	72,405
Net amount at risk, gross	$	1,884		$	1,635		$	2,747		$	10,120		$	16,386

Net amount at risk, net of
amounts reinsured	$	1,884		$	1,050		$	1,845		$	4,108		$	8,887
Average attained age
of contractholders		49.7			62.5			67.2			62.1			53.6
Percentage of contractholders
over age 70		7.6	%		23.5	%		42.4	%		22.6	%		12.9	%
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		$	62		$	729		$	791
Separate Accounts		N/A			N/A		$	2,976		$	45,218		$	48,194
Net amount at risk, gross		N/A			N/A		$	1,150		$	518		$	1,668
Net amount at risk, net of
amounts reinsured		N/A			N/A		$	335		$	116		$	451
Weighted average years remaining
until annuitization		N/A			N/A			1.3			7.4			6.8
Range of contractually specified
interest rates		N/A			N/A			3%-6	%		3%-6.5	%		3%-6.5	%


	Return of Premium			Ratchet			Roll-Up			Combo			Total
	(Dollars In Millions)

GMDB:
Account values invested in:
General Account	$	11,559		$	502		$	149		$	550		$	12,760
Separate Accounts	$	25,035		$	7,173		$	3,814		$	30,135		$	66,157
Net amount at risk, gross	$	3,374		$	2,193		$	3,154		$	13,222		$	21,943
Net amount at risk, net of amounts reinsured	$	3,374		$	2,001		$	2,160		$	13,192		$	20,727
Average attained age of contractholders		49.7			62.5			67.4			62.1			53.6
Percentage of contractholders over age 70		7.6	%		23.5	%		43.1	%		22.6	%		12.9	%
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		$	60		$	666		$	726
Separate Accounts		N/A			N/A		$	2,636		$	41,269		$	43,905
Net amount at risk, gross		N/A			N/A		$	1,559		$	3,052		$	4,611
Net amount at risk, net of amounts reinsured		N/A			N/A		$	456		$	2,656		$	3,112
Weighted average years remaining until annuitization		N/A			N/A			1.3			7.4			6.8
Range of contractually specified interest rates		N/A			N/A			3% - 6	%		3% - 6.5	%		3% - 6.5	%

	Direct Liability(1)
	(in Millions)		Direct Liability(1)

Balance at January 1, 2010	$	254.9	$	254.9
Other changes in reserves		53.0		73.1
Balance at March 31, 2010	$	307.9
Balance at June 30, 2010			$	328.0

Balance at January 1, 2009	$	202.9	$	202.9
Other changes in reserves		2.0		19.1
Balance at March 31, 2009	$	204.9
Balance at June 30, 2009			$	222.0

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.

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

Discrete second quarter:
Balance, April 1, 2010																				$	559.0		$	-	$	1.0		$	47.5		$	1,671.2		$	.2	$	208.3
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income																					.6			-		-			-			.8			-		-
Investment losses, net																					.2			-		-			-			(46.8	)		-		(.4	)
Increase in the fair
value of the
reinsurance contracts																					-			-		-			-			-			-		-
Subtotal																					.8			-		-			-			(46.0	)		-		(.4	)
Other comprehensive loss																					8.8			-		-			3.0			(20.5	)		-		3.5
Purchases/issuances																					106.1			-		-			-			-			-		-
Sales/settlements																					(19.0	)		-		-			(.2	)		(127.3	)		-		(9.1	)
Transfers into/out of
Level 3 (2)																					(69.5	)		-		-			-			(3.6	)		-		(33.6	)
Balance, June 30, 2010																				$	586.2		$	-	$	1.0		$	50.3		$	1,473.8		$	.2	$	168.7

First six months of 2010:
Balance, January 1, 2010	$	635.8		$	-	$	20.7		$	52.6		$	1,782.3		$	-	$	237.6		$	635.8		$	-	$	20.7		$	52.6		$	1,782.3		$	-	$	237.6
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income		.3			-		-			-			.8			-		-			1.3			-		-			-			1.7			-		-
Investment losses, net		-			-		-			-			(40.8	)		-		.5			.2			-		-			-			(87.7	)		-		.1
Decrease in the fair value of
the reinsurance contracts		-			-		-			-			-			-		-
Increase in the fair
value of the
reinsurance contracts																					-			-		-			-			-			-		-
Subtotal		.3			-		-			-			(40.0	)		-		.5			1.5			-		-			-			(86.0	)		-		.1
Other comprehensive
income (loss)		11.2			-		-			.4			(71.0	)		-		2.6
loss																					18.7			-		-			3.4			(91.5	)		-		6.0
Purchases/issuances		89.8			-		-			-			-			-		-			128.2			-		-			-			-			-		-
Sales/settlements		(19.3	)		-		-			(.2	)		(.1	)		-		(11.2	)		(50.4	)		-		-			(.4	)		(127.3	)		-		(17.7	)
Transfers into/out of
Level 3 (2)		(158.8	)		-		(19.7	)		(5.3	)		-			.2		(21.2	)		(147.6	)		-		(19.7	)		(5.3	)		(3.7	)		.2		(57.3	)
Balance, March 31, 2010	$	559.0		$	-	$	1.0		$	47.5		$	1,671.2		$	.2	$	208.3
Balance, June 30, 2010																				$	586.2		$	-	$	1.0		$	50.3		$	1,473.8		$	.2	$	168.7

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

Discrete second quarter:
Balance, April 1, 2010	$	29.4		$	2.1		$	(6.5	)	$	945.0	$	206.9		$	40.5
Total gains (losses), realized and unrealized, included in:
Earnings as:
Net investment income		-			(.2	)		18.9			-		-			-
Investment losses, net		7.8			-			-			-		1.7			-
Increase in the fair value of the reinsurance contracts		-			-			-			616.1		-			-
Policyholders’ benefits		-			-			-			-		-			131.5
Subtotal		7.8			(.2	)		18.9			616.1		1.7			131.5
Other comprehensive loss		-			-			-			-		-			-
Purchases/issuances		-			-			-			5.4		-			6.7
Sales/settlements		(27.5	)		(.7	)		-			-		(3.5	)		-
Transfers into/out of Level 3 (2)		-			16.5			-			-		-			-
Balance, June 30, 2010	$	9.7		$	17.7		$	12.4		$	1,566.5	$	205.1		$	178.7

First six months of 2010:
Balance, January 1, 2010	$	36.4		$	2.4		$	299.6		$	980.6	$	229.7		$	54.9
Total gains (losses), realized and unrealized, included in:
Earnings as:
Net investment income		-			(.5	)		12.4			-		-			-
Investment losses, net		7.8			-			-			-		(22.3	)		-
Increase in the fair value of the reinsurance contracts		-			-			-			574.4		-			-
Policyholders’ benefits		-			-			-			-		-			114.8
Subtotal		7.8			(.5	)		12.4			574.4		(22.3	)		114.8
Other comprehensive loss		3.4			-			-			-		-			-
Purchases/issuances		-			-			-			11.5		1.4			9.0
Sales/settlements		(27.5	)		(.7	)		-			-		(4.6	)		-
Transfers into/out of Level 3 (2)		(10.4	)		16.5			(299.6	)		-		.9			-
Balance, June 30, 2010	$	9.7		$	17.7		$	12.4		$	1,566.5	$	205.1		$	178.7

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

Balance, January 1, 2010		$	36.4		$	2.4		$	299.6		$	980.6		$	229.7		$	54.9
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income			-			-			(6.5	)		-			-			-
Investment losses, net			-			-			-			-			(24.0	)		-
Decrease in the fair value of
the reinsurance contracts			-			-			-			(41.7	)		-			-
Policyholders’ benefits			-			-			-			-			-			(16.7	)
Subtotal			-			-			(6.5	)		(41.7	)		(24.0	)		(16.7	)
Other comprehensive
income (loss)			3.4			-			-			-			-			-
Purchases/issuances			-			-			-			6.1			1.4			2.3
Sales/settlements			-			(.3	)		-			-			(1.1	)		-
Transfers into/out of	��
Level 3 (2)			(10.4	)		-			(299.6	)		-			.9			-
Balance, March 31, 2010		$	29.4		$	2.1		$	(6.5	)	$	945.0		$	206.9		$	40.5

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

Discrete second quarter:
Balance, April 1, 2009	$	633.6		$	-	$	17.7		$	55.8		$	1,768.1		$	7.2		$	300.7
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income		(.1	)		-		-			-			.8			-			(.1	)
Investment losses, net		2.3			-		-			-			-			-			(9.9	)
Decrease in the fair
value of the
reinsurance contracts		-			-		-			-			-			-			-
Subtotal		2.2			-		-			-			.8			-			(10.0	)
Other comprehensive
loss		22.7			-		1.6			(2.1	)		206.2			(.5	)		4.4
Purchases/issuances and
sales/settlements, net		(25.9	)		-		-			(.3	)		(12.4	)		-			(20.1	)
Transfers into/out of
Level 3 (2)		(37.1	)		-		-			-			-			-			(31.6	)
Balance, June 30, 2009	$	595.5		$	-	$	19.3		$	53.4		$	1,962.7		$	6.7		$	243.4

First six months of 2009:
Balance, January 1, 2009	$	634.8		$	-	$	64.0		$	61.8		$	1,921.3		$	7.4		$	335.3
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income		.2			-		-			-			1.6			-			(.7	)
Investment gains, net		2.3			-		-			-			-			-			(14.5	)
Decrease in the fair
value of the
reinsurance contracts		-			-		-			-			-			-			-
Subtotal		2.5			-		-			-			1.6			-			(15.2	)
Other comprehensive
loss		19.2			-		1.1			(9.5	)		56.5			(.5	)		(4.4	)
Purchases/issuances and
sales/settlements, net		(12.1	)		-		.8			1.1			(16.7	)		(.2	)		(40.1	)
Transfers into/out of
Level 3 (2)		(48.9	)		-		(46.6	)		-			-			-			(32.2	)
Balance, June 30, 2009	$	595.5		$	-	$	19.3		$	53.4		$	1,962.7		$	6.7		$	243.4

	Fixed																		Redeem- able			Other			Other			GMIB			Separate			GWBL
	Maturities			Other			Other			GMIB			Separate			GWBL			Preferred			Equity			Invested			Reinsurance			Accounts			Features
	Available-			Equity			Invested			Reinsurance			Accounts			Features			Stock			Investments(1)			Assets			Asset			Assets			Liability
Discrete second quarter:
Balance, April 1, 2009																			$	13.0		$	2.7		$	433.1		$	1,683.1		$	300.2		$	260.1
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income																				.1			-			(20.9	)		-			(36.7	)		-
Investment losses, net																				-			-			-						-			-
Decrease in the
fair value of the
reinsurance contracts																				-			-			-			(434.6	)		-			-
Policyholders’ benefits																				-			-			-			-			-			(139.7	)
Subtotal																				.1			-			(20.9	)		(434.6	)		(36.7	)		(139.7	)
Other comprehensive
loss																				.4			(.2	)		-			-			-			-
Purchases/issuances and
sales/settlements, net																				-			(.7	)		24.4			16.9			(1.6	)		3.0
Transfers into/out of
Level 3 (2)																				-			-			-			-			(.1	)		-
Balance, June 30, 2009																			$	13.5		$	1.8		$	436.6		$	1,265.4		$	261.8		$	123.4
	For-Sale			Investments(1)			Assets			Asset			Assets			Liability

First six months of 2009:
Balance, January 1, 2009	$	3,047.8		$	2.8		$	547.0		$	1,985.3		$	334.7		$	272.6		$	23.3		$	2.9		$	547.0		$	1,985.3		$	334.7		$	272.6
Total gains (losses),
realized and unrealized,
included in:
Earnings as:
Net investment income		.6			-			(136.7	)		-			-			-			.1			-			(159.5	)		-			(69.0	)		-
Investment (losses)
gains, net		(3.9	)		-			-			-			(32.2	)		-
Decrease in fair value of
Investment gains, net																				-			-			-			-			-			-
Decrease in the
fair value of the
reinsurance contracts		-			-			-			(309.4	)		-			-			-			-			-			(743.9	)		-			-
Policyholders’ benefits		-			-			-			-			-			(14.4	)		-			-			-			-			-			(154.1	)
Subtotal		(3.3	)		-			(136.7	)		(309.4	)		(32.2	)		(14.4	)		.1			-			(159.5	)		(743.9	)		(69.0	)		(154.1	)
Other comprehensive
income		(179.2	)		.1			-			-			-
loss																				(9.9	)		(.2	)		-			-			-			-
Purchases/issuances and
sales/settlements, net		29.0			(.1	)		22.8			7.2			(3.2	)		1.9			-			(.9	)		49.1			24.0			(4.8	)		4.9
Transfers into/out of
Level 3(2)		(98.3	)		(.1	)		-			-			.9			-			-			-			-			-			.9			-
Balance, March 31, 2009	$	2,796.0		$	2.7		$	433.1		$	1,683.1		$	300.2		$	260.1
Balance, June 30, 2009																			$	13.5		$	1.8		$	436.6		$	1,265.4		$	261.8		$	123.4

	Earnings
						Increase in
	Net			Investment		Fair Value of					Policy-
	Investment			Gains		Reinsurance					holders
	Income			Net		Contracts		OCI			Benefits
	(In Millions)
Level 3 Instruments
Second Quarter 2010
Still Held at June 30, 2010:
Change in unrealized gains or losses:
Fixed maturities, available-for-sale:
Corporate	$	-		$	-	$	-	$	8.8		$	-
U.S. Treasury, government and agency		-			-		-		-			-
State and political subdivisions		-			-		-		3.0			-
Foreign governments		-			-		-		-			-
Commercial mortgage-backed		-			-		-		(20.4	)		-
Residential mortgage-backed		-			-		-		-			-
Asset-backed		-			-		-		3.4			-
Redeemable preferred stock		-			-		-		-			-
Subtotal		-			-		-		(5.2	)		-
Equity securities, available-for-sale		-			-		-		-			-
Other equity investments		(.2	)		-		-		.1			-
Other invested assets		19.1			-		-		-			-
Cash equivalents		-			-		-		-			-
Segregated securities		-			-		-		-			-
GMIB reinsurance contracts		-			-		621.5		-			-
Separate Accounts’ assets		-			1.3		-		-			-
GWBL features’ liability		-			-		-		-			(138.2	)
Total	$	18.9		$	1.3	$	621.5	$	(5.1	)	$	(138.2	)

	Earnings
				Investment			Decrease in
	Net			Gains			Fair Value of						Policy-
	Investment			(Losses),			Reinsurance						holders’
	Income			Net			Contracts			OCI			Benefits
	(In Millions)
Level 3 Instruments
Still Held at March 31, 2010:
Change in unrealized gains
or losses
Fixed maturities,
available-for-sale:
Corporate	$	-		$	-		$	-		$	11.1		$	-
U.S. Treasury, government
and agency		-			-			-			-			-
State and political
subdivisions		-			-			-			.4			-
Foreign governments		-			-			-			-			-
Commercial
mortgage-backed		-			-			-			(70.9	)		-
Residential
mortgage-backed		-			-			-			-			-
Asset-backed		-			-			-			2.5			-
Redeemable preferred stock		-			-			-			3.4			-
Subtotal		-			-			-			(53.5	)		-
Equity securities,
available-for-sale		-			-			-			-			-
Other equity investments		-			-			-			.1			-
Other invested assets		(6.5	)		-			-			-			-
Cash equivalents		-			-			-			-			-
Segregated securities		-			-			-			-			-
GMIB reinsurance contracts		-			-			(35.6	)		-			-
Separate Accounts’ assets		-			(24.1	)		-			-			-
GWBL features’ liability		-			-			-			-			14.4
Total	$	(6.5	)	$	(24.1	)	$	(35.6	)	$	(53.4	)	$	14.4

Segment earnings (loss) from continuing operations before
income taxes:
Financial Advisory/Insurance	$	154.0	$	(100.5	)
Investment Management		113.2		11.1
Consolidation/elimination		2.0		-
Total Earnings (Loss) from Continuing Operations
before Income Taxes	$	269.2	$	(89.4	)