Sun Jin Moon
Vice President and Counsel
212.314.2120
Fax: 212.314.3953
September 3, 2008
Sonny Oh, Esq.
Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
100 F Street, NE
Mail Stop 4644
Washington, DC 20549
RE: AXA Equitable Life Insurance Company
Separate Account FP
Incentive Life Optimizer Post-Effective Amendment No. 14
File No. 333-103199 (the "Amendment")
Dear Mr. Oh:
On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or the
"Company"), we respond below to the staff's comments on the above-referenced
Amendment. We set forth below each of those specific comments and then provide
our response. The page numbers refer to the courtesy copy that we provided to
the staff. This letter responds to follow-up comments and supplements our letter
of August 14, 2008 responding to other staff comments.
PROSPECTUS
COMMENT 3. COVER PAGE.
Please disclose in the second to last paragraph on the front cover page
that death benefits may be subject to estate taxes.
RESPONSE 3.
We will add the following cross-reference to the cover page:
For more information about possible estate tax consequences associated with the
death benefits, please see "Estate, gift, and generation-skipping taxes" in the
Tax information section later in this prospectus.
COMMENT 4. RISK BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS (PAGE 1)
Sonny Oh, Esq.
September 3, 2008
Page 2
COMMENT 4A.
For clarity, in the second to last sentence of the first paragraph under
"You can guarantee that your policy will not terminate before a certain date" on
page 2, please disclose the expected guarantee period range and corresponding
insured's age.
RESPONSE 4A.
We have added the following disclosure:
Under the No Lapse Guarantee provision, the policy is guaranteed not to lapse
during a no lapse guarantee period of 20 years for issue ages 0-55, the number
of years to attained age 75 for issue ages 56-69, and 5 years for issue ages 70
and over.
COMMENT 4B.
Under "You can receive an accelerated death benefit under the Long Term
Care Services Rider" on page 3, please clarify what is meant by "which are not
issued as a result of an option to purchase additional insurance election."
RESPONSE 4B.
We have added the following clarifying disclosure:
If you are purchasing this policy through an option to purchase additional
insurance under another policy, or a conversion from a term life policy or term
rider, you cannot add the Long Term Care Services(SM) Rider.
COMMENT 4D.
Please correct the typo at the end of the third full sentence on page 4
and beginning of the fourth full sentence.
RESPONSE 4D.
We have modified the sentence to clarify as follows:
If you are exercising the option to purchase additional insurance under another
policy, or a conversion from certain term life policies or term riders, the
minimum face amount is $25,000.
COMMENT 4E.
Please expand on how the new base policy will be determined "somewhat
differently" in the second to last paragraph under "Change of death benefit
option" on page 5.
Sonny Oh, Esq.
September 3, 2008
Page 3
RESPONSE 4E.
We have added the following cross-reference to clarify how it will be
determined:
See "Alternative higher death benefit in certain cases" earlier in this section.
COMMENT 4F.
Please confirm that the summary section of the prospectus does not exceed
five pages in length; otherwise, the fee tables should precede this section.
General Instruction C.3.(a).
RESPONSE 4F.
We have modified the prospectus and placed the fee table in front of the
summary section.
COMMENT 6.
At the end of the "Portfolios of the Trust" table on page 19, please
conspicuously disclose how investors may obtain a prospectus and, if available,
a fund profile, containing more complete information on each Portfolio. Item
4(d).
RESPONSE 6.
The contract prospectus will be printed in booklet that will also include
the prospectuses for the available portfolios. We have revised the disclosure to
include the following sentence: "The prospectuses for the Portfolios, which are
attached to this prospectus, should be read carefully before investing."
COMMENT 7.
The first sentence under "You can change your policy's insured person" on
page 43 refers to "this rider." Please provide the name of the rider and add
disclosure under "Other benefits you can add by rider" beginning on page 32, the
fee table, and "More information about certain policy charges" beginning on page
38 accordingly.
RESPONSE 7.
We have added disclosure to clarify that this is the substitution of
insured rider. There is currently appropriate disclosure in the prospectus
describing this rider in the "Other benefits you can add by rider" section.
COMMENT 8.
Please confirm that the Legal Proceedings section (page 49) has been
updated.
Sonny Oh, Esq.
September 3, 2008
Page 4
RESPONSE 8.
We confirm that the Legal Proceedings section is current.
In our discussions relating to the August 14, 2008 response letter, you
requested additional detail regarding the following statement in the fee table:
"The illustrations of Policy Benefits that your financial professional will
provide will show the impact of the actual current and guaranteed maximum rates,
if applicable, of the following policy charges, based on various assumptions
(except for the loan interest spread, where we use current rates in all cases)."
The quoted disclosure is included in the prospectus for the current version of
the Incentive Life '06 contract. Therefore, this disclosure, including the
disclosure relating to the loan interest rate spread, is not new disclosure. We
note that the loan interest spread does not impact any of the hypothetical
illustrations in the prospectus, because none of those illustrations include
loans. The Form N-6 instructions relating to illustrations were designed by the
SEC for the prospectus illustrations and were not designed to set standards for
personalized illustrations. See Rel. No. 33-8088 (April 2002) (adopting Form
N-6). The Company's illustrations include specific disclosure stating the loan
interest rates and loan interest rate spread used in the illustrations, and the
form of illustrations have been filed with FINRA as required. Finally, we note
that loan interest rates (both credited and charged rates) can vary, and
therefore illustrations may be impacted not only by the spread but by the actual
loan interest rate amounts. Therefore, some assumptions are required for loan
interest rates that are different than more traditional charges, such as
administrative charges or cost of insurance charges.
Pursuant to other follow-up comments made by the staff, we've incorporated
appropriate changes to the prospectus including moving the above referenced
statement into a footnote, specifically applying the footnote regarding
individual characteristics and charges only to the applicable charges and
modifying a footnote reference to the Cash Value Plus Rider.
* * * * *
The amendment filing will be accompanied by the requested Tandy
representations.
Please contact me if you have any questions on the Company's responses to
the staff's comments. We appreciate your assistance with this Amendment.
Sincerely,
/s/ Sun Jin Moon
-------------------
Sun Jin Moon
cc: Christopher Palmer, Esq.